Document nmYzYOBVpKwJnpzMm8d7d6Yz6

Da t e o k Fil in g ............................. Ef f ec t iv e Da t e............................. i Re g is t r at io n No . 2-2Q97 ' ' '' ' * FORM A-2 FOR CORPORATIONS ' SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. AMENDED REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 THE GLIDDEN COMPANY (Name of Registrant) Securities Registered Title of Issue, or Issues Amount Converlible Preferred Stock, 4yi% cumulative, $50.00 par value 200,000 shares Subscription Warrants evidencing the right to purchase the above mentioned 200,000 shares of Convertible Preferred Stock t. Common Stock without Par Value, including Scrip Certificates for fractional shares Calling for an aggregate of 200,000 shares of said Convertible ; Preferred Stock. 200,000 shares *200,000 shares of Common Stock, including Scrip Certificates for fractional shares, are being registered here under for issuance in the event of the conversion of the Convertible Preferred Stock, and will be offered to the public under this registration only in satisfaction of such conversion rights. Amount of Filing Fee: 51,050.00. Approximate Date of Proposed Public Offering: May 7, 1936. Name and address of person authorized to receive notices and communications from the Securities and Exchange Commission: .' Cl if t o n M. Ko l b, Madison Avenue and Berea Road Cleveland, Ohio. The information required to be given under the item* herelnbelow let forth 1* mote specifically defined in the "Instruction Book for Form A-2 for Corporations." * The Instruction Book also sets forth requirements as to Finanfejal Statements, Exhibits, Sig natures, Consents of Experts and the Prospectus, which are to accpjtnpany tha registration state ment orto be incorporated therein by reference. CALCULATION OF REGISTRATION FEE . . Col. A. TitrleergiIessftseulrueesud e, c*:. b. Amount re<istsrsS Cl. c. ProisMi mtxlmum fyforrtreiaatglt C*l. T>. PntMil aiaata *. prlc* Convertible Preferred Stock, 4Yi/o cumulative, par value $50. Subscription Warrants, evi dencing the right to purchase the above mentioned 200,000 shares of Convertible Prefer red Stock * Common Stock without par value, including Scrip Certifi cates for fractional shares 200,000 shares Calling for an of 200,000 shares of said Con vertible Pre ferred Stock 200,000 shares $52.50 None None $10,500,000 \ None - / v'None I Csl. X. itallangithiif $1,050 The shares of Common Slock, including Scrip Certificates for fractional shires, covered by thU Registration Statement will rtot be separately offered, but are initially i.'sefYcd for issue In the event of*the COflVtr*kn\ of the Convertible .Preferred Stock which is registered hereunder. The rates, of such conversion- .privilege vary as set forth under Item 17 (g) under the heading "Convertible Preferred Stpck"; the 200,000 snares of Coramou Stock, including Scrip Certificates for fractional shares, so reserved is the maximum number which, upon, the basis of the unadjusted conversion price, may be required to be issued in satisfaction of such conversion rights, ami will be offered to the public under this registration only in satisfaction of such conversion rights. ORGANIZATION 1. Exact name of registrant: The Gliclden Company. 2.. Address of principal executive offices: Madison Avenue and Berea Road, Cleveland, Ohio. 3. The state or other sovereign power under which incorporated, and the date of incorporation: : ; State of Ohio on December 11, 1917. . 4. List the following and indicate the respective percentages of voting power as required by the Instructions: (a) All subsidiaries of the registrant. Afterthought Zinc Mining Company The California Zinc Company Sacramento Valley & Eastern Railway The Ripolin Company* Troco Company of Illinois* Wisconsin Food 1'roclucts Ohio Company* The Gliddeu Company, Limited Stale of Incorporation California Ohio California Ohio Illinois Ohio Ontario Stock Owned All u >1 M M Note:.Certain wholly owned subsidiaries of the registrant, listed under Item'4 of the Amended Registration Statement filed by the registrant and effective June 21, 1935, File No. 2-1414, to which reference is hereby made, transferred all of their assets to the registrant on January 1, 193d and said subsidiaries are in the process 6f dissolution. Said list of subsidiaries also included the American Zirconium Corporation, of whose voting stock the registrant owned 50%; by reason of the subsequent issue and sale by said American Zirconium Corporation of additional cbmmon stock (the voting stock) to a party other than the registrant, thus reducing the registrant's ownership In the outstanding common stock to 45%, the registrant docs not consider the American Zirconiuofc Corporation now to be a sub-. sidiary. However, because of contractual relationships with said American Zlr&nium Corporation! and owner* ship of its entire outstanding Preferred Slock (non-voting), the registrant considers it to be an affiliated com- puny and it is so treated in the financial statements filed herewith. .l I 1 j j ' ! ! 2 HISTORY AND BUSINESS 5. Outline briefly the general character of the business done and intended to be done by the registrant and its subsidiaries. Registrant was incorporated under the laws of the State of Ohio in 1917 and acquired the busi ness and assets of The Glidden Varnish Company of Cleveland, Ohio, founded in 1870 and manu facturing industrial varnishes and "Jap-A-Lac" varnish stains. In 1919 registrant was reorganized under the name of The Glidden Company and the assets and business of eleven other manufacturers and distributors of paints, varnishes, dry colors, kalsomines and allied products were acquired together with the brands and goodwill.- These companies included: Adams & Elting Company, Chicago American Paint Works/New Orleans T. L. Blood & Co., St. Paul Campbell Paint & Varnish Company, St. Louis Forest City Paint & Varnish Co., Cleveland The Glidden Company, Limited, Toronto, Ontario Heath & Milligan Mfg, Co., Chicago Heath & Milligan Mfg. Co. of California, San Francisco Nubian Paint & Varnish Co., Chicago Twin City Varnish Co., Minneapolis A. Wilhelm Company, Reading, Pa. ': The factories acquired with these companies are strategically situated with regard to freight rates so that the registrant is able to serve a nation wide business. Since that date lacquers and other types of finishes have been developed and the registrant now manufactures and sells coating compositions of practically every type for the decoration and preservation of Surfaces. In 1921 the registrant incorporated The Chemical and Pigment Company, Inc. and through this subsidiary engages in the manufacture of lithoponc, a white pigment produced by combining materials derived from barium and zinc ores and extensively used in the painj, rubber, linoleum, oilcloth and shade-cloth industries. This division has also developed and produces under patented processes, non-fading furnaced pigments known as cadmium yellows, cadmium and selenium reds and cobalt greens which are sold to the paint and ceramic industries, to manufacturers of printing inks, to outdoor advertisers, and for railway signal purposes. Large quantities4 of these materials are used in the manufacture of automobile finishes. The stable qualities of these pigments make them desirable for the purposes for which they are used. This company also produces grouiid white barytes for the paint and rubber trade, and zinc sulphate crystals for tie use oi fertilizer manufacturers and fungicide spraying material manufacturers. On January l,i936, the registrant acquired the assets of this subsidiary, as set forth under Item 35. ' The registrant entered into the manufacture of white lead carbonate and white lead in pil through the acquisition of the business and assets of the Euston Lead Company of Scranton, Pennsylvania in 1924, and the manufacture of red lead, litharge, type metal, 'foetal powders artd other allied products through the purcliase of the Metals Refining Company of >Hammond, Indiana in 1929. Euston white lead is produced by a carefully controlled process under `the patents owned by the registrant and the product has exceptional whiteness, very fine texture and great hiding power. The dry white lead carbonate lias a large market in the ceramic industry and in the man ufacture of dry colors. On January 1, 1936, the registrant acquired the assets of these subsidiar ies, as set forth under Item 35. In May, 1927 the registrant incorporated The California Zinc Company, a' fully owned aubsidiary, under the laws of Ohio for the purpose of acquiring and taking title ti'tinc mining prop erties located in Shasta County, California and previously owned by California Zinc Company, a Delaware Corporation, in whose stock the registrant lield an interest. The mining properties of the California Zinc Company and the Afterthought zinc mines previously acquired .through the fully owned subsidiary, Afterthought Zinc Mining Company, were purchased to provide a supply of zinc ore for the manufacture of litliopone. Mining operations were discontinued in 1927 but the regis trant has continued to make expenditures for maintenance purposes. In 1920 tlie registrant incorporated The Glidden Food Products Company and through this subsidiary engaged in the business of refining vegetable oils and manufacturing oleomargarine, plastic hard butters and hydrogenated oil fillings for the pastry and baking trades. In 1929, with the acquisition of the business of E. R. Durkee & Company, the name of the subsidiary was changed to Durkee Famous Foods, Inc. and the operations expanded so that they now include the crushing of copra for the production of cocoanut oil, the crushing of sesame seed for the produc- ; < -i \ f , *' 3 lion of sesame oil, the refining of vegetable oils and ttic manufacture of shred cocoanut, salad dressing, Worcestershire sauce and mayonnaise dressing. Under the Durkee brand this division fs engaged in the manufacture and marketing of spices and condiments and occupies a leading posi tion in the field. On January 1, 1936, the registrant acquired the assets of this subsidiary, as set forth under Item 35. In 1933 a vegetable oil refinery and shortening manufacturing plant located at Louisville, Kentucky were acquired from the Trustee in Bankruptcy of the Van Camp Oil Company, and through this acquisition the Food Division entered into the business of refining cottonseed oil, manufacturing cottonseed oil shortenings and the production of salad oils. In 1934 the registrant secured the rights to an improved process of extracting soya bean oil under German patents and constructed a plant in Chicago and entered into the business of producing soya bean oil, soya bean proteins, soya bean meal, soya bean flour and lecithin. The plant constructed for these purposes included storage elevators, oil extraction unit, protein unit and lecithin unit*. The production capacity of soya bean oil is being doubled through the addition of an expeller unit and the plant when completed will have a capacity of 260 tons of soya beans per day. The soya bean oil produced is largely used in the registrant's manufacturing operations and the Surplus is sold to paint manufacturers, linoleum manufacturqrs and for edible purposes. Soya bean oil is largely used in the manufacture of paints in connection with linseed oil and farm cooperative associa tions are large buyers and users of such paints. Soya bean proteins are used In the manufac ture of plastics and paper coatings and sizing and are entering into use in many other Adds. Soya bean oil fatty acids are used as plasticisers in the manufacture of lacquers, add in connection with synthetic resins enters into the manufacture of automobile finishes. Lecithib, which is pro duced from soya bean oil, is a very fine emulsifying agent and is one of the best known wetting agents for use in the paint industry, and is also used extensively in wood preserving compounds and in the rubber industry. Large quantities of lecithin are used in connection with chocolate for coating purposes in tire baking and confectionery trades; it also is used in the manufacture of oleo margarine and in the treatment of certain types of refined cocoanut oil. New uses ;for this product constantly are being developed. The registrant is one of the two exclusive licensees under :U. S. patents of the American Lecithin Company covering the manufacture of lecithin and the use of lecithin also is quite generally covered by patents. Tlie American Zirconium Corporation was incorporated by the registrant and Metal and Thermit Corporation of New York in 1933 for the purpose of producing titanium pigments and a plant was constructed at Baltimore, Maryland which is now manufacturing titanium dioxide, under tlie trade name "Zopaque.'1 Titanium dioxide (Zopaque) is a neutral pigment of exceptional opacity used extensively in paint manufacturing, in the ceramic industry and the linoleum and oilcloth industry and the paper manufacturing industry. The use of titanium pigments as a substitute for other white pigments is growing rapidly and its manufacture is protected .by patents. c In 1932 tire registrant acquired a 54% interest in the Nelio-Resin Corporation engaged in the manufacture by a patented process of a product known as Neltp-Resin. Under this process the oleo-resin (gum) is refined and manufactured into a liquid combination of approximately 27% turpentine and 73% rosin in which form it can be stored and shipped without detriment in metal containers and tank cars to manufacturers of paint and .varnish, synthetic retina, soap and Other consumers. Tire invention of Nelio-Resin and the process of its .manufacture doeis away with the handling of rosin in a solid state in wooden barrels and mot only results in large savings to.the consuming trade but produces the highest quality of both turpentine and rosin. The plants for the manufacture of Nclio-Resin are located in Jacksonville, Florida and Collins, Georgia, convenient to the source of raw materials. In December, 1935 the registrant acquired the 46Jfc minority inter est in tlie Nelio-Resin Corporation. On January 1, 1936 the registrant acquired the assets of this subsidiary, as set forth under Item 35 hereof. It is the intention of tlie registrant to continue in the various lines of business outlined above. Tliis plant was damaged by an explosion in October, 1935, but its reconstruction now is practically completed, as more fully set forth under Item 7 hereof. 6. Outline briefly the general development of the busineaa for the preceding five years. During the past five years the business of the registrant has been developed along three broad lines or divisions known as tlie Paint and Varnish Division, the Chemical and Pigment Division and the Food Products Division. While tlie Paint and Varnish Division has developed new products and new uses for its products during the past five years, only one additional plant has been acquired, this plant being located in Los Angeles, California. The plant at San Francisco, California has now been thor oughly modernized and its production capacity increased. Careful attention is being given to the development of new finishes and to an aggressive expansion of. the Paint and Varnish Division. The Food Products Division has been expanded from one plant in Chicago engaged' in the refining of vegetable oils and the production of oleomargarine and plastic coatings and fillings, to CIM14587 4- .-seven manufacturing plants. Two of these plants crush copra and other oil Veering needs and nuts and recover the oil therefrom. Four plants refine vegetable oils and produce shortenings, plastic coatings and fillings for the bakery and confectionery trade. Three plaifti produce oleo margarine sold under the trade names of Durkces Margarine, Troco Margarine,' pinner Bell Mar garine, etc. Two plants produce salad dressing, mayonnaise dressing, meat sauce, Worcestershire sauce and other condiments, and one plan', produces shred cocoanut---moist and dry--end a full line of spices. The registrant is one of the leading producers of oleomargarine, spices and shred cocoanut in the United States and is actively developing its Food. Division. The Chemical and Pigment Division has been augmented during the past five years through the investments in American Zirconium Corporation, Nelio-Resin Corporation, and the construction and development of facilities for the production of soya bean oil, soya bean meal, protein and lecithin. As of January 1, 1930 the registrant acquired all of the assets and assumed all of the lia bilities of all of its fully owned subsidiaries excepting Afterthought Zinc Mining; Company, The California Zinc Company, Sacramento Valley and Eastern Railway Company, The Rjpolin Company, , Troco Company of Illinois and The Glidden Company, Limited. The registrant-will continue to . operate its branches through the use of the names of its former subsidiaries as trgde names thus retaining established brands and goodwill. The Ripblin Company, Troco Company of Illinois and , Wisconsin Food Products Ohio Company have not been dissolved because .the names of these cor porations are considered valuable although not in use at the present time, Afterthtttght Zinc Min- . ing Company and The California Zinc Company hold title to milling properties afltj the registrant prefers to show such properties as investments rather than fixed assets on.its consolidated statc- , ment. Sacramento Valley and Eastern Railway lias not been dissolved because th; charter of the registrant does not permit it to operate a railroad. The Glidden Company, Limited, an Ontario corporation, lias been retained to cover the operations in Canada. The aforementioned changes have been carried out for the purpose of simplifying the corporate structure and. reducing taxes. The. subsidiary corporations except as noted are being dissolved. .. The products of the Paint and Varnish Division are distributed generally through jobbers and dealers. Twenty retail stores are maintained by the registrant at points where satisfactory distribu tion cannot be secured through dealers. Finishes for industrial, railway and maint(t)ance purposes . are sold through specially trained salesmen who solicit the users. The Chemical and figment Divi sion sells its products directly to manufacturers, and the products of the Food Division are dis- . tributed through brokers, jobbers and retail outlets. ..*> ..... ,' PROPERTY p 7.-State briefly the general character and location of the principal plants and otjjer important units of the registrant and its subsidiaries. If any principal plant or important unit is not held in fee, so state and describe how held. PRINCIPAL PLANTS Location Cleveland, Ohio General Character Brick, Steel and concrete factory buildings used 1 for manufacture of paint, varnish, lacquer, stains and other paint products and general *1 offices. " ...... Chicago, Illinois (Logalt Blvd. & Elston Avenue) Brick and steel factory buildings used for ,. refining vegetable oils and manufacture of shortening, fillings and coatings. Chicago, Illinois (Iron Street) Brick and concrete buildings used for maim- facture of margarine. Chicago, Illinois (1833 Seward St.) Brick, concrete and steel factory buildings used for manufacture of paints and kalsondnes. Chicago, Illinois (1856 Lcclaire Ave.) Brick, concrete and steel factory buildings used for manufacture of paint, varnish, lacquer, stains and other paint products and the pro-. '. ductiun of soya bean oil, soya bean meal, ' vegetable protein and lecithin.(A) Note A: On October 7, 1935 the extraction and protein units of this plant and the office building .were destroyed by an explosion. The warehouse and building used for the manufacture of lecithin wefe'partly deitroyed. -The elevators and the power plant were slightly damaged. The registrant has collected insurance in lull for all spell damage, and is now rebuilding the extraction unit and adding an expcllcr unit of the same capacity; The building used for the manufacture of lecithin is being repaired and presently will be placed in operation. 5 Minneapolis, Minnesota Brick and steel buildings Used lor the manu facture of paint, varnish, J^namels, stains *J)d other paint products. St. Louis, Missouri New Orleans, Louisiana Brick and steel buildings Used for -the manu facture of paint, varnish, Enamels, stains and other paint products. Brick and steel buildings used for the manu facture of paint, varnish, tnamets, stains and other paint products. St. Helena, Baltimore, Maryland Brick and steel and met*). clad buildings used for manufacturing lithopone and cadmium pig ments. Collinsville, Ilinois Brick, steel and metal dad buildings used for manufacturing lithopone. Oakland, California Brick, steel and metal dad buildings used for . manufacturing lithopone. .. ., Berkeley, California Brick, concrete and steel; buildings used for . crushing copra and other oil bearing seeds and nuts, refining vegetable oils and production, of margarine, salad dressings, shortening, fill ings, coatings and condiments. Portland, Oregon Brick, concrete and steel factory bulldingi and bins used for storing and crushing, copra knd other oil bearing seeds apd nuts and the production of vegetable oils therefrom. . << .n . , Elmhurst, Long Island, New York Louisville, Kentucky Norwalk, Ohio Scranton, Pennsylvania Hammond, Indiana Reading, Pennsylvania Toronto, Ontario Jacksonville, Florida Collins, Georgia Brick and concrete factory building! used for refining vegetable oljt, producing shorten ing, coatings, fillings, salad dressings, stored coconut (moist and dry), spices and other condiments. Brick and steel factory.,.buildings and tanks used for refining vegetable oils and manu facturing salad oils and shortening. Brick and steel buildings used for manufac turing margarine. ; ' Brick and concrete buildings used for manu facture of white lead. Brick, concrete and steel buildings used for manufacturing red lead, litharge, type metal, lead oxides and metal powders. Brick, concrete and steel factory buildings used for manufacturing paints, varnishes, lacquers, enamels, stains and other paint products, also dry colors, Brick, concrete and steel factory buildings used for manufacturing paints, varnishes, enamels, lacquers, stains and other paint product*. Owned by The Glidden Company, Limited, a wholly-owned subsidiary of the registrant, Steel and brick building! used to produce nelioresins from oleo resins. - Steel and brick building! used to produce nelioresins from oleo resins. GL00H589 San' Francisco, California - Los Angeles, California Winthrop, California 6 Cement, brick and steel buildings used t6 manufacture paints, varnishes, enamels, stains, lac quers and other paint products, Small brick and steel building used to thake industrial paints and finishes. Afterthought and Bully Hill group of sioc ore mines and mining machinery and buildidgs, also thirteen miles of railroad to Pitt, California, ' Not currently operated. '. These properties arc owned by The California Zinc Company, Afterthought Zinc Mining Company and Sacramento Valley & Eastern Railway, wholly-owned subsidiaries of the regtrant. 8. Outline briefly the general effect of all material franchises and concessions held by th regis trant or its subsidiaries. None, with the exception of the Sacramento Valley & Eastern Railway, a subsidiary, which owns its own right Of way and has franchises and rights as to highway Crossing, transmission lilies, etc. The'said Sacramento Valley & Eastern Railway is not operating at the present time. The registrant has set forth under Item 41 hereof, to which reference is thereby made, a sum mary of material contracts, which may be construed as not made in the ordinary course of business; to which the registrant as a subsidiary of the registrant is a party or -has suotseded to a party by assumption, assignment or otherwise, or has a beneficial interest. Certain of such contracts relate to exclusive licenses and others to non-exclusive licenses for the manufacture | pr use, or both, of certain patented products, but as such they are not considered by the registrant to be franchises or concessions within the ordinarily accepted usage of such terms.. ^.j.. ... ur'i- j' ! tf CC001.*590. C A P IT A L SECURITIES AND SECURITIES BEIN G REGISTERED 4 i> ~ j S.i 5 2 "u, Jj : o M. * 5 " 2 S K.2 U-* 2j; " -o"-= E <Cj 0- tno 5h OM i 2- rt-0 c2 *E o ao Ip'S | ^iC'6f*l*Btl -?f* o j *. a 9 xl J*>*S * i.H2 o , flic- - i: 2 O*MC ,, eJ^B i > *.is ...as ,, o5 S,*" S < oE , zUJ !;ii u -G1 f^, Hh 2 K 6-i 8 -gu: ^QSs ee^ u JJ '> x> 2 * a.v.tg5f-c>o*^3 * w ao** J* O U * S ^ *> 3'5 ^'a*0 -u 3 jj D 0 <j- a S^-g o^E g* > W vB Sw, n* &v ^ " *o * s|p 3lEt ?*ici sa ;p I 3s *3<i <3 o. 3 ^* ?s; ^ 1' *S 'em; "" (S 82 r, s 3p 1 Igc Jos'*o>*2,, i8i ^T32~_CSw s^*' *v3 ro iCi Jv<i Jf *J v .' 5* bo -23 .B g o g E s &' ,, ! ;5 g 8 -3 _-g Ou C CO o OT) wo v3s S_^ ' ,,3 3i V Sw fSgSgo "fj Ito 8Uv 3 w'C *S 3 J>~ cil i> NO *S, h" . v 2 to o ro , S-3 Bz2: M M i O w <*C w ,$ c "*2 5|3ot O 3 J - 3-5 E 0,,SEg ssiirS S c^-g- s-aE^gj -1 "o .p Rcp tv -*M8 ' 5 ,, k t S g>-si 40 U ^ *o ,, s,-ss 8 S^SS >H< - ss" -.k,S 8,,S; S .8g *C *"*.^ 2H, ev C ESS'S6 c.SS'SS rt, o ES w! 3 o*i H <. r-2 wc wlo3 r*o Ja3 gts --* g oo .2uS XJ i "30 .. 3-*6Pv *Ss uC H h S.! |2*p M'S U Q 3S >ua2 ie . .<* As o f: March 31, 1936 10 10.B. Capital Stock to be offered under this registration: CM. A. Tills iMiist iacludtas av, w It i par, statrd vales. If aay Ct. B. Aaisuat sutkorjisi sr ts bs tvtbsrlisS by <birtr cti. e. a*mat ts bs ifml ... \ CsJ. D, ? j , Prsssst ststai Convertible Preferred Stock, 4A% cumulative, par value $50.00 per share Common Stock, without par value, including Scrip Certifi cates for fractional shares 200,000 shs. 1,000,000 ,h. . 200,000 h. 200,000 shs. Authorized but uniuued j .. \ ' , Authorized but i unltzued The shares of Common Stock, including Scrip Certificstes for fractional shares, cover^j by this Registration Statement will not be separately offered, !but are initially reserved for issue in the eventjpf the' eonversion of the Convertible Preferred Stock which is registered hereunder. The rates of such *convcrtjfta privilege vary `as set forth under Item 17 (g) under the heading "Convertible Preferred Stock1'; th* 200,0' shares of Commpn Stock, including Scrip Certificates for fractional shares, to reserved is the maximuni tmmberaahlch, upon thfc bajis of the unadjusted conversion price, may fie required to be issued in satisfaction of sucii sjpnverslon rights, ifcd will be offered to the public under this registration only in satisfaction of such conversion rights. i i .I ;j l; j. i !l \ . '! ' ! ' \ !i j ......... . i s l II.A . F or each class of Securities of O ther Issuers Guaranteed by the registrant, furnish the follow ing inform ation: As o f: March 31, 1936 fj Hi 13 g&fcS J|s H fl Ss ll ga v 'is J5 uva .a U -aSd p J3 O 12.A. F o r W arrants or Rights granted by the registrant to subscribe fo r or purchase securities of the registrant, furnish the follow ing inform (B y a footnote refer to any description of conversion and other option rights contained in the registration statement). As o f: March 31, 1936 13 13.A. If there is any class of securities of the registrant other than thole called for by Item* 9.A., 10.A., 11.A. and 12.A., outstanding or authorized, set forth Information concerning such securities similar to that required for the securities mentioned, , None. 13.B. If there is any class of securities, other than those called for by Items 9.B., 10.B., 11.B. and 12.B., to be offered under this registration, set forth information concerning such securities similar to that required for the securities mentioned. None. DESCRIPTION OF SECURITIES 14. Funded Debt, other than that to be offered: As to each issue, other than that to be offered, set'forth in anawtf to Item 9.A., give the title of the issue and furnish the following: t /. The Glidden Company Five Year S'/i% Gold Notes. Note: Five Year S'A% Gold Notes were called for redemption on August 1, 1934 except si to holders thereof ex tending payment thereof to June 1, 1939. This was effected ty attaching an txtensloif Agreement and .additional.coupons to existing notes. A Supplemental Agreement dated June 23,1934 was executed with Trustee. A copy of the original Indenture attached as Exhibit B-1, and a copy of the Supplemental Agreement itUchof ss Exhibit B-2, to,the Amended Registration Statement filed by the Registrant and effective June 21, 193S, File Nw 2-1414, are hereby incorporated herein by reference. The Board of Directors of the registrant has authorised the'retirement of all tag outstanding Five Year !, Gold Notes as soon as registrant has funds available therefor, buljnot prior to June Z,-1936. The registrant will apply a part of the proceed* from the sale of the Convertible PrSferreo Stock registered hereunder, to the aforesaid retirement or to the payment of short term bank loans which may bo ^incurred to meet such retirement.. Thereupon, said Indenture and Supplemental Agreement are to be cancelled, satisfied .land discharged. (a) Date of issue. June 1, 1930. See note above. (b) State the annual amount required for the satisfaction of amortisation, oinking fund, redemp tion and retirement provisions. No sinking fund provision for redemption or retirtment. , _t . (c) Outline briefly the terms of any conversion or voting right*. ' *t No conversion or voting rights. . (d) State whether secured by any lien, and briefly describe the principal property subjected to such lien. Not secured by lien. (e) State whether the respective indenture permits the issuance of further securities, and, if to, state the amount. ;i Indenture does not provide for the issue of further securities, (f) If serial, give the plan of serial maturities. Issue is not serial. (g) Outline briefly any provisions to maintain any ratio ol assets, not to declare dividends, not to secure other issues without securing the particular security, *nd provisions Of a similar character. . Under Article IV of the Indenture the registrant covenant*, that it will not mortgage or subject to a lien or pledge any of its property without thereby securing |he due and punctual payment of the principal and interest of the Notes issued and outstanding under the Indenture,! ratably and equally with any and all other obligations secured by such mortgage br lien or pledge, and will hot permit any subsidiary to do likewise; tiiat as long as the said notei'are outstanding puid unpaid,, the registrant will not itself create or incur, nor will it permit any subsidiary to create Or incur; any indebtedness or liabilities, direct or contingent, if after the creation or incurring thereof the amount of the tangible assets of the registrant and its subsidiaries will be leaf than twice'the amount of the" total liabilities, direct or contingent, of the registrant and its subsidiaries, excluding ipjej-company CLoin597 H liabilities, provided that the foiegoing .igircinent shall not prevent the regstrant from creating indebtedness for a term not exceeding one year for the current requirements of the registrant ancl its subsidiaries, including interest, taxes, rentals and general administrative expenses, hut excluding dividends other than dividends on preferred stock; that so long as the notes arc outstanding and unpaid, it will not create am funded debt unless the average annual consolidated earnings of the registrant and its subsidiaries applicable to the payment of interest, after depreciation and depletion, but before i'cderal income taxes, for a |criod of two years ending not earlier than three months prior to the creation of such funded debt, shall have beat at least three times the annual interest charges on all indebtedness, direct or contingent; that so long as any of said notes are outstanding or unpaid, it will not declare or pay any dividends on any shares of its common stock or make any distribution to its common `-hareholdei s othei than dividends payable in shares of its common stock, if after the declaration or payment of stub dividend the earned surplus of the registrant will he less than $2,000,000.00; that it will keep its properties insured and will not apply any part of the proceeds of any sale of fixed assets exceeding in the aggregate $500,000.00 to the redemption or purchase of, or payment of dividends on. the stock of the registrant. (h) If the obligation to pay interest is made dependent upon earnings or other special conditions, outline briefly the provisions applicable thereto. Obligation to pay interest is not dependent uj>on earnings and is a direct obligation. * II. U'lSCOHsiti i'ood Products Ohio Cou:pau\< htrst Mortgage Cold Hoads Note: The subject bonds were issued by Wisconsin Pood Products Ohio Company, a former wholly-owned subsidiary of registrant. I5y the terms of resolution adopted by regis trant's board of directors guaranteeing obligations of registrant's wholly-owned subsidiaries, these bonds were guaranteed bv registrant prior t January 1, 193d. As of January 1, 1936 registrant acquired all of the assets and assumed all of the liabilities of Wisconsin l`ood Products Ohio Company. Accordingly the subject bonds arc as of the date hereof direct obligations of registrant. (a) Date of issue. September 10, 1927. (b) State the annual amount required for the satisfaction of amortization, sinking fund, re demption and retirement provisions: None, except that by the terms of tin mortgage indenture, the bonds issued thereunder at the option of the issuer may be called for redemption at any interest period at 102 and accrued interest on or after August 15, 1932. (c) Outline briefly the terms of any conversion or voting rights: None. (d) State whether secured by any lien, and briefly describe the principal property subjected to such lien: The subject bonds are seem ed by mortgage to an individual trustee on certain premises situated in the City of Norwalk, County of Huron and State of Ohio, the buildings and im provements thereon and ceriain described personal propnty consisting chiefly of machinery and equipment lor tile manufacture of olcmnargei inc. (e) State whether the respective indenture permits the issuance of further securities, and, if so, state the amount: 'flic respective indenture dors not pci mil the issuance of further securities. (f) If serial, give the plan of serial maturities: The entire issue of bonds matures on August 15, 1937. (g) Outline briefly any provisions to maintain any ratio of assets, not to declare dividends, not to secure other issues without securing the particular security, and provisions of a similar character: None. GU>01*5S8 ]5 (h) If the obligation to pay interest is made dependent upon earnings or other special con> ditions, outline briefly the provisions applicable thereto: The obligation to pay interest at the rate of 0% per annum on the 15th day of February and August of each j'car, is absolute. III. The Chemical & Pigment Company, Inc., First Mortgage Gold 6% Serial Gold Bonds, Nol<*: The subject bonds were issued by The Chemical & Pigment Company, Inc., * former whollv-owncd subsidiary of registrant, fly the terms of resolution adopted by regis trant's board of directors guaranteeing obligations of registrant's wholly-owned subsidiaries, these bonds were guaranteed by registrant prior to January 1, 1936. As of January 1, 1936 registrant acquired ail of the assets and assumed all of the liabilities of The Chemical Sc Pig ment Company, Inc. Accordingly the subject bonds are as of the date hereof direct obliga tions of registrant. (a) Date of issue. October 15, 1926. (b) State the annual amount required for the satisfaction of amortisation, sinking fund, re demption and retirement provisions: None, except that the issuer tray redeem all or any part of the subject bonds at any time prior to their express maturities upon payment of the principal thereof and accrued interest to the redemption date thereof plus a premium upon the principal of 2% thereof. (c) Outline briefly the terms of any conversion or voting rights: None. (d) State whether secured by any '.ien, and briefly describe the principal property subjected to such lien: The subject bonds nrc serum! by mortgage to a corporate trustee covering certain prem ises .situated in Madison County, Illinois, together with the buildings and improvements thereon and the machinery and equipment located therein. The premises have an approxi mate area ot 10 acres and the buildings, machinery and equipment consist of a plant for the manufacture of lithophone (e) State whether the respective indenture permits the issuance of further securities, and, if so, state the amount: The resnective indenture does not permit the issuance of further securities. (f) If serial, give the plan of serial maturities: The subject bonds mature serially at the rate of $35,000 aggregate principal amount per annum on the 15th day of April in the years 1928 lo 1937, inclusive. (g) Outline briefly any provisions to maintain any ratio of assets, not to declare dividends, not to secure other issues without securing the particular security, and provisions of a similar character: None. (h) If the obligation to pay interest is made dependent upon earnings or other special con ditions, outline briefly the provisions applicable thereto: The obligation Lo pay interest at the rate of 6% per annum on the 15th day of,April and October in each year, is absolute. 15. Funded Debt to be offered: As to each issue set forth in answer to Item 9.B., give the title of the issue and furnish the following: No such issue was set forth in answer to Item 9B. GLD014599 J 16 16. Stock, other than that to be offered; As to each class, other than that to be offered, set forth in answer to Item 10.A., give the title of the issue and outline briefly the following: I. Prior Preference Stock, 7% cumulative, par value %lOO per share. 1 ho following statements arc brief summaries of certain provisions contained in registrant's Amended Articles of Incorporation, Exhibit A-l and Amendment to Certificate of Reorganiiation, Exhibit A-2. 'I hesc statements do not purport to be complete, and reference is hereby made to raid Exhibits A-l and A-2 for full and complete statements of such provisions, to all of which the following statements are subject. (a) Dividend rights: Holders are entitled to dividends at the rate of 7% per annum out of the surplus profits as declared bv the Board of Directors, payable quarterly on the first days of January, April, July and October in each year, cumulative from (be dale of issue, or if Board of Directors so determines, from last dividend dale previous to date of issue, (b) Limitations in any indentures or other agreements on the payment of dividends: By the terms of registrant's Articles, dividends arc payable out of surplus profits and are limited to 7% per annum. There arc no other limitations. (c) Voting rights: None, except: (i) As otherwise provided by law; (ii) Registrant be in default in the payment of two quarterly dividends on the Prior Prefer ence Stock; or (iii) Registrant be in default with respect to payments into the sinking fund; in which events (ii) or (iii) holders of Prior Preference Stock and all other issues of preferred stock then outstanding voting as a class shall have and continue to have the right to elect one-half of the members of the Board of Directors, and on all other matters each share of Prior Preference Stock shall entitle the holder thereof to one vote in like manner as the holders of shares of Common Stock. Registrant may not without the affirmative vole or written consent of holders of record of at least seventy-five per centum of the aggregate par amount of Prior Preference Stock outstanding: (i) Sell, lease or otherwise dispose of (or permit a subsidiary so to do except to registrant), all or substantially all of its assets or any portion thereof essential or advisable to retain; (ii) Enter a merger or consolidation involving extinction or merger of corporate entity of registrant; (iii) Encumber or permit any subsidiary to encumber the assets or income of registrant or of any such subsidiary respectively except with respect to purchase money mortgages and except the pledging uf quick assets (oilier than securities issued by subsidiaries) for Joans in the regular course of business and maturing in less than one year; (iv) Issue or permit any subsidiary to issue obligations maturing more than one year from date; (v) Authorize or issue any shares of stock on a parity with or having a priority over the Prior Preference Slock. (d) Liquidation rights: In event of liquidation (voluntary or involuntary) out of registrant's assets available for dis tribution to shareholders, the holders of the Prior Preference Stock are entitled to receive, in preference to all other shareholders, the par value of their shares together with all unpaid dividends accumulated or accrued thereon to date of distribution, and no more. (e) Preemptive rights: None. (f) Subscription rights: None. GLD014 60 0 (g) Conversion rights: None. :17 '! . ' , 1 t ;t ' 't (h) Redemption provisions applicable thereto: Registrant may redeem all or any part oi the Prior Preference Stock on any dividend date on thirty days' notice at $105.00 per share together with all unpaid dividends accrued thereon. Stock so redeemed may be reissued in the discretion of the Board of Directors. (i) Liability for further calls: None. (j) Sinking fund: A sinking fund of five per centum of the net profits of registrant after providing for all taxes, including Federal Income Taxes, and dividends on the Prior Preference-Stock must be provided each year for the purchase or redemption of Prior Preference Stock at not more than $105.00 per share. Prior Preference Slock so purchased or redeemed may be reissued in the discretion of the Board of Directors. 11. Common Slock, ivilhvul par value. The following statements arc brief summaries of certain provisions contained in registrant's Amended Articles of Incorporation, Exhibit A-I. These statements do not purport to be complete, and reference is hereby made to said Exhibit A-l for full and complete statements of such provi sions, to all of which the following statements are subject. The following statements included under sub-paragraphs numbered (1) are made with respect to the Common Stock as it exists on the date of this Amended Registration Statement under regis trant's Amended Articles of Incorporation, Exhibit A-L but prior to the issuance of any shares of Convertible Preferred Stock and subject to the limitations of the Indenture covering the Five Year 5y$% Gold Notes; and the statements included under sub-paragraphs .numbered (2) are made with respect to tlu- Common Stock under registrant's Amended Articles of Incorporation and after (a) the issuance of the 200,000 shares of Convertible Preferred Stock being registered hereunder, (b) the redemption and retirement of the 65,000 shares of Prior Preference Stock and the amendment of registrant's Articles to remove the terms and provisions thereof and all refer ences thereto, and (c) the retirement of $3,262,000 of registrant's Five Year S*/2% Gold Notes. (a) Dividend rights: (1) Holders of Common Stock are entitled to such dividends thereon as may be declared by registrant's Board of Directors out of surplus profits. (2) Holders of Common Stock will be entitled to Vuclf'dividends thereon as may be declared by registrant's Board of Directors out of surplus profits. . . .1 (b) Limitations in any indentures or other agreements on the payment of dividends: (1) Holders of Common Stock arc not entitled to dividends thereon until all dividends upon Prior Preference Stock for all past periods have been paid, or funds for tl>e payment thereof set apart, and the dividends for the then current dividend period with respect to the Prior Preference Slock shall have been declared and funds for the payment thereof set. apart, and unless registrant he not in default in its payments to the sinking fund for the Prior Preference Stock. Declaration and payment of dividends on the Common Stock are also subject to the limitations contained in the indenture relating to registrant's Five Year 5Gold Notes, a summary whereof is included in the answer to Item 14 above. By the terms'of the underwriting contract dated March 31, 1936, filed herewith us Exhibit F, registrant for a period of sixty days from the effective date of this Registration Statement may pay only the regular quarterly dividend of fifty cents per share on the Common Stock. (2) Holders of Common Stock will not be entitled to dividends thereon until all-dividends upon the Convertible Prcfcircd Stock for all past dividend periods have been paid, or funds for the payment thereof set apart, and the dividends for the then current dividend period with respect to the Convertible Preferred Stock shall have been declared and funds for the payment thereof set apart. By the terms of the underwriting contract dated March 31, 1936, filed here with as Exhibit V, registrant for a period of sixty* days from the effective date of (his Reg istration Statement may pay only the regular quarterly dividend of- fifty'cent*, 'per jghttK.on the Common Stock. GLD014601 18 (c) Voting rights: (1) Each share of Common stock entitles the holder thereof to one vote. Such shareholders have the right to cumulate their voles at elections of directors under Ohio General Code Sec tion 8623-50. Such voting rights are subject to the provisions of the Prior Preference Stock until said stock is redeemed. (2) Each share of Common Stock will entitle the holder thereof to one vote. Shareholders will have the right to cumulate their votes at elections of directors under Ohio General Code Sec tion 8623-50. Such voting rights will be subject to the provisions of the Convertible Pre ferred Stock. (d) Liquidation rightB: (1) In the event of liquidation, out of the assets available for distribution to shareholders, the holders of registrant's Common Stock arc entitled to share equally in distribution of assets after payment to the holders of Prior Preference Stock of the par value plus accumulated or accrued dividends thereon to date of distribution. (2) In the event of liquidation, out of the assets available for distribution to shareholders, the holders of registrant's Common Stock will be entitled to share equally in distribution of assets after payment to the holders of Convertible Preferred Stock of the par value thereof plus ac cumulated or accrued dividends thereon to date of distribution. (e) Preemptive rights: (1) Holders of Common Stock do not have any preemptive'rights in fractional share*, but arc entitled'to preemptive rights on full shares as provided in Ohio General Code Section 8623-35, a copy of which is attached as Exhibit L. (2) Holders of Common Stock will not have any preemptive rights in fractional shares, but will be entitled to preemptive rights on full shares as provided in Ohio General Code Section $623-35, a copy of which is attached as Exhibit L. (f) Subscription rights: (1) None, except the preemptive rights described in paragraph (c) above. (2) "None, except the preemptive rights described in paragraph (e) above. (g) Conversion rights: 1 (1) None. (2) None. (h) Redemption provisions applicable thereto: (1) None. (2) None. (i) Liability for further calls: (1) None. (2) None. (j) Sinking Fund: (1) None. (2) None. 17. Stock, to be offered: As to each class set forth in answer to Item 10.B., give the title of the issue and furnish the following: (a) Give the same information as required by Item 16. *' The authorized capital stock of registrant, after giving effect to (a) the redemption of the outstanding Prior Preference Stock (sec Item 16), and (b) the subsequent amendment of the GL0014602 t! i v' 2 vi \ I 19 Amended Articles of Incorporation so as to eliminate all provisions relating to such outstanding Prior Preference Stock, will hr as follows: 200,000 shares of Convertible Preferred Stock of the par value of $50 per share, being registered hereunder, and to be presently outstanding as the only senior class of stock which the registrant is authorized to issue; and 1,000,000 shares of Common Stock, without par value, of which 800,000 shares now are out standing and 200,000 shares, including Scrip Certificates for fractional shares, are to be initially reserved for issue in the event of the conversion of the Convertible Preferred Slock registered hereunder, pursuant to the terms set forth under sub section (g) of this Item 17. 1. Convertible Preferred Stock, cumulative, par value $50 per slutre. The following statements are brief summaries of certain provisions contained in registrant's Amended Articles of Incorporation. Such statements do not purport to be complete, and reference is hereby made to Exhibit A-l for full and complete statements of such provisions, to all of which the following statements are subject. (a) Dividend rights: Holders will be entitled to dividends at the rate of per annum out of the surplus profits as declared by the Board of Directors, payable quarterly on the first days of January, April,. July and October in each year, cumulative from and after July 1, 1936. (b) Limitations in any indentures or other agreements on the payment of dividends: Dividends will be payable out of surplus profits and will be limited to A]/j% per annum. Until the Prior Preference Stock is redeemed, holders of Convertible Preferred Stock will not be entitled to dividends thereon, until all dividends upon Prior Preference Stock for all past periods have been paid, or funds for the payment thereof set apart, and the dividends for the then current dividend period with respect to the Prior Preference Stock shall have been declared and funds for the payment thereof set apart, and unless registrant be not in default in its payments to the sinking fund for the Prior Preference Stock. (c) Voting rights: None, except: (i) As otherwise provided by law; (ii) Registrant l>o in default in the payment of two successive quarterly dividends on the Convertible Preferred Stock; or (iii) Registrant be in default as to the payment of dividends or in other respects with refer ence to outstanding shares of Prior Preference Stock so long as such stock remain* out standing ; in which events (ii) or (iii) each share of Convertible Preferred Stock shall entitle the holder thereof to one vote in like manner as the holders of shares of Common Stock, but from and after the redemption of the Prior Preference Stock in case of the happening of event (ii) holders of Convertible Preferred Stock voting as a class shall have and continue to have the right to elect one-half of the members of the Board of Directors and on all other matters each share of Con vertible Preferred Stock shall entitle the holder thereof to one vote in like manner as the holders of shares of Common Stock. Registrant may not, without the affirmative vote or written consent of holders of record of at least two-thirds of the aggregate par amount of Convertible Preferred Stock outstanding; (i) Sell, lease or otherwise dispose of all or substantially all of its assets'or any portion thereof essential to retain; (ii) Enter a merger or consolidation involving the extinction or merger of registrant's cor porate entity; or .* (iii) Encumber registrant's assets or income except with respect to purchase money mortgages with certain limitations, and except the pledging of quick assets as security for loans in the regular course of business maturing in less than eighteen months; (iv) Issue or guarantee any obligations maturing .more than eighteen months from date of, issue; (v) Authorize or issue any shares of stock on a parity with or having priority over thfeVQonvcrtihlc Preferred Stock. GLD014603 20' (dy 'LIquidation rights: In event of liquidation (voluntary or involuntary) out of registrant's assets available for dis: Intuition to shareholders, the holders of Convertible Preferred Stock will be ehtitled to receive, in - preference to all other shareholders, the par value of their shares together with all unpaid dividends accumulator! c m* accrued thereon to datcr of distribution, and no more, subject to the prior rights of jioldcrs of Prior Preference Slock, until such slock is redeemed, for which rights.sec.Item 16. (e). Preemptive rights: None. (f) Subscription rights: None. (g) Conversion rights: Holders of shares of Convertible Preferred Stock will be entitled at any time prior to the date of redemption thereof (if any cal! therefor lie made), am! subject to certain adjustments to com* pensute for dilution, to convert such shares into fully paid and non-asscssablc slures of Common Slock on the following basis: . - (i) On or before March 1, 1937, one share of Common Stock for each share of Convertible Preferred Stock; (ii) Thereafter, and on or before March 1, 1939, nine-tenths of a share of Common Stock for each sliare of Convertible J'referred Stock; . (iii) Thereafter, and on or before March 1. 1941, eight-tenths of a share of Common Stock for each share of Convertible Preferred Stock; and (iv) Thereafter, seven-tenths of a share of Common Stock for each share of Convertible Pre ferred Stock. .Registrant will not be required to issue fractional shares of Common Stock upon the cony c imu ii of Convertible Preferred Stock, but. at its option, may make a cash settlement ill respect thereto on the basis of the closing hid price of the Common Stock on the date of conversion, or may issue Scrip Certificates for fractional shares of Common Stock, for a description of which sec this Item 17 infra under Title of Issue III, Scrip Certificates for fractional shares of Common Stock. (h) Redemption provisions applicable thereto: , Registrant will have the rigid to redeem all or any part of the outstanding Convertible Pre ferred Stock at any lime on thirty days' notice by paying to the holders thereof- the redemption 'price in accordance with the following schedule: - ' (i) If redeemed on or before July 1, 1933, $55 per share; (ii) Thereafter, and on or before July 1, 1940, $53.75 per share; and (iii) Thereafter, $52.50 per share, _ together with an amount in each ease equal to any unpaid'dividends accumulated or accrued thereon to the date fixed for redemption. .. i (i) Liability for further calls: None. (j) Sinking Fund: None. .> II. Common Stock, ivilhonf par valve. * Reference is made to answers under Item 16 above fur a .summary of the terms and provisions of the Common Stock without par value, under registrant's Amended Articles of Incorporation, both as of the. dale of this Amended Registration Statement and after issuance of 200,000 shares of Convertible Preferred Stock ami application of the proceeds thereof, with respect to (a) dividend rights; (b) limitations in any indentures or other agreements on the payment of dividends; (c) voting rights; (d) liquidation rights; (e) preemptive rights; (f) subscription rights; (g) con version' rights; (h) redemption provisions applicable thereto; (i) liability for further calls and (j) sinking fund. ' ClDOUfco* % i 21 III. Scrip Certificates for fractional shares of Common Stock, As hereinbefore stated in this Item 17 under Title of Issue, 1. Convertible Preferred Stock, 'lyS/o cumulative, par value $50 per share, registrant will not be required to issue fractional shares upon the conversion of Convertible Preferred Stock, but, at its option, may adjust such fractions by payment in cash at the. closing bid price of the Common Stock on the date of conversion, or may issue Scrip Certificates fen such fractions of shares. Any such Scrip Certificates which may be issued will specify the fraction of one share of Common Stock of registrant represented thereby, and will entitle the bearer thereof to receive, upon surrender thereof and of other similar Scrip Certificates, together aggregating one or more full shares of Common Stock, a certificate for the appropriate number of shares of such Common Stock and a new Scrip Certificate for any excess fraction of a share. No dividends or interest shall accrue with respect to any such Scrip Certificate, and the holder thereof will not be entitled to voting rights or to have any other rights by virtue thereof as shareholders of registrant except such rights, if any, as registrant's Board of Directors may, in its absolute discretion, confer upon the holders thereof in the event of dissolution of registrant. IV. Certificates for Subscription to Convertible Preferred Stock. Reference is made to answers under item 12 II hereof for a summary of the terms and pro visions of the Certificates for Subscription to Convertible Preferred Stock (warrants) of the regis trant. Such .statements are brief summaries thereof and do not purport to be complete. Reference is hereby made to Exhibits H-5 and H-6, being specimens thereof, for full and complete statements of their terms and provisions. 18. Guarantees: As to each class of securities of other issuers guaranteed by the registrant, set forth under Item ll.A. or B., outline briefly the contract of guarantee. None. 19. Other Securities: As to each class of securities set forth in answer to Item 13-A. or B., outline briefly the rights evidenced thereby. None. 20. Give the name and address of counsel for the registrant and for the principal underwriter* who have passed or are to pass upon the legality of the securities registered hereunder. Name and address of counsel for the registrant who are to pass upon the legality of the securi ties registered hereunder: Squire, Sanders & Dempsey Union Trust Building Cleveland, Ohio Name and address of counsel for the principal underwriters who are lo pass upon the legality of the securities registered hereunder: Wing, Lakin & Whedon 14 Wall Street New York City UNDERWRITING AND SALES TO OTHER SPECIAL PARTIES The information required by Items 21 through 26 is to be given as to each class of securities registered hereunder: 21. State whether a firm commitment to take the issue has been made and, if so, the amount received or to be received, and within what period. No firm commitment has been made. The several principal underwriters named in Item 22 hereof have entered into an underwriting agreement with the registrant, dated March 31, 1936, the terms and provisions of which arc outlined briefly in Item 23 hereof, and a copy of which is filed herewith as Exhibit F. 22. Give the respective name and address of each principal underwriter and the respective amount underwritten. Identify all such underwriters as are affiliated with the registrant, and state the nature of the affiliation. The obligation of the underwriters shall be several and not joint, each underwriter agreeing to And purchasers for or to purchase such proportion of the number of shares not exchanged or GLD014605 22 subscribed and paid for by the sUxkholdci s as the number of shares set opposite his name below hears to 200,000, namely, Princi/'til Underwriters Address Number of Sham Hornblower & Weeks Hayden, Miller & Company Cassatt & Co., Incorporated 40 Wall St., New York, N, Y. Union Trust Bldg., Cleveland, Ohio 40 Wall St., New York, N. Y. Paul II. Davis & Co. Estabrook & Co. G. M.-P. Murphy & Co. White, Weld & Co. CUas. D. Barney & Co. 10 So. l^aSaile St., Chicago, 111. . 40 Wall St.( New York, N. Y. 52 Broadway, New York, N. Y. 40 Wall St., New York, N. Y, 65 Broadway, New York, N. Y. Otis & Co. Bancimerica-Blair Corporation 216 Superior Avc., N.E., Cleveland, Ohio 44 Wall St., New York, N. Y. Bell & Beckwith Erlangcrs, Ltd. 519 Madison Ave., Toledo, Ohio 4 Moorgate, London, K. C. 2, England Hayden, Stone & Co. Piper, J a ITray & Ilopwood 25 Broad St., New York, N. Y. 529 Second Avc. So., Minneapolis, Minn. Singer, Deane & Scribner Union Trust Bldg., Pittsburgh, Pa. \V. E. Hutton & Co. 52 Wall St., New York, N. Y. F. S. Moseley & Co. Whiting, Weeks Sc Knowles, Jnc. 14 Wall St., New York, N. Y. 36 Federal St., Boston, Mass. A. G. Edwards & Sons Alex. Brown & Sons Alfred L. Baker & Co. Barclay, Moore & Co. O'Brian, Potter & C'o. Reed Si Company, Inc. Speyer & Co. Goldman, Sachs & Co. 409 N. Eighth St., St. Louis, Mo. 135 H. Baltimore St., Baltimore, Md. Ill So. LaSalle St., Chicago, Ilk 123 So. Broad St., Philadelphia, Pa. Liberty Bank Bldg., Buffalo, N. Y. 8 Foster St., Worcester, Mass. 24 Pine St., New York, N. Y. 30 Pine St., New York, N. Y. No underwriter named above is affiliated with the registrant. 45,000 20,000 10,000 10,000 10,000 10,000 10,000 7,500 7,500 7,000 5,000 5,000 5,000 5,000 5,000 4,000 4,000 4,000 3,000 2,000 1,000 1,000 1.000 1,000 7,000 10,000 23. Outline briefly the material provisions of each underwriting, contract with a principal tinderwriter, and each contract made by the registrant or an affiliate thereof agreeing not to sell securities of the same class as those registered during the period of distribution. The registrant has entered into an underwriting agreement dated March 31, 1936, with Hornblower & Weeks and Hayden, Miller & Co. and associates (hereinafter in this answer referred to as the underwriters), whcicby the registrant agrees to take all necessary action to authorize the issuance ol 200,000 shares of Convertible Preferred Stock of the par value of $50.00 per share and to increase the authorized Common Stock from 800,000 shares now authorized and outstanding to 1,000,000 shares to provide Common Stock initially required for issuance in the event of conversion of the Convertible Preferred Stock, and further to register the 200,000 shares of Convertible Preferred Stock and the 200,000 shares of additional Common Stock in accordance with the Securities Act of 1933, as amended, and in accordance with the Securities Exchange Act of 1934. The registrant represents and warrants that the Registration Statement and Prospectus in respect to such shares will fully, fairly and accurately comply with the Securities Act of 1933 and that no statements contained therein or omitted therefrom (other than statements made in reliance upon written statements furnished by the underwriters) will be of such character as to create liability upon the underwriters under any provision of said Act. The registrant agrees to olTcr the 200,000 shares of Convertible Preferred Stock for subscription by the Common stock holders at $52.50 per shave in cash, such offer to be made to stockholders of record not later than the twelfth day after the Registration Statement becomes effective and to extend for a period not in excess of twenty days, and at the same lime to offer to the holders of the registrant's out standing Prior Preference Slock for a concurrent period the right, limited pro rata to so many shares of the Convertible Preferred Stock as arc not subscribed by the Common stockholders, to exchange their Prior Preference Stock for the Convertible Preferred Stock on the basis of two shares of Convertible Preferred Stock for each share of Prior Preference Stock. The registrant agrees to issue a call as of June 1, 1936 for redemption on July 1, 1936 of the out standing issue of Prior Preference Slock at $105 per share and accrued dividends, provided the registrant shall have received the firm commitment of the underwriters before May 29, 1936, with respect to the underwriting of the Convertible Preferred Stock. The underwriters agree, that upon the representations and warranties of the registrant and for the sum of $200,000.00 plus a sum equal to $0.50 per share for each share of the Convertible GLD014606 A 23 Preferred Slock that become* deliverable to the underwriters under the agreement, and subject lo conditions licreinbelow set forth, to underwrite the purchase by the Common stockholders and the exchange by the Prior Preference stockholders of the registrant of such 200,000 shares of Con vertible Preferred Slock and to find purchasers for, or to purchase from the registrant, at $52.50 per share, so many of such 200,000 shares as are not so exchanged or subscribed and paid for pursuant to the oflcrs above mentioned. Such obligation of the underwriters is contingent upon: (a) the warranty of the registrant that from the date of the agreement and for a period of sixty days after the effective date of the Registration Statement, there shall be no sub i stantial change in the financial condition or operation of the company shown in said ) Registration Statement and Prospectus, except such changes as reflect: (1) the issue and sale of such 200,000 shares of Convertible Preferred Stock and application of proceeds thereof, (2) usual current oj>crations, (3) payment of the regular quarterly dividend of $1.75 per share upon the Prior. Pre ference Stock outstanding, (4) payment of the tegular quarterly dividend of $0.50 per share on the outstanding * Common Stock, \ (5) redemption.or retirement of the 65,000 shave? of Prior Preference Stock; (b) approval by conn'd for the underwriters of all legal matters relating to the authorization, issuance and offering of the new Convertible Preferred Stock and to the Registration Statement and Prospectus relating thereto; Ij (c) a report on the condition of the Company's business satisfactory to the underwriters to be rendered by their engineers; (d) a report on the condition of the Company's accounts satisfactory to the underwriters to be rendered by their accountants; and (c) the right lo withdraw as underwriters within forty-eight hours after receipt of written untie: that the Registration Statement has become effective, if, in the sole judgment and discretion of the underwriters, conditions in the securities market or in the affairs of the registrant or otherwise affec ing the Convertible Preferred Stock make undesirable an effort to market the same. The registrant has the right, if it shall not have received the firm commitment of the underwriters before May 29, 1936, to elect lo withdraw from the agreement on May 29, 1936. The registrant further agrees: (a) to make timely application to list such 200,000 shares of additional Common Stock for con version so that the same may be listed on the New York Stock Exchange on the date of delivery to the underwriters < f any unuibscribcd shares of the Convertible Preferred Stock and to make like application to list the 200,000 sliares of Convertible Preferred Stock as soon thereafter ns reasonably may be; and (b) lo furnish the undei writers with such data and to execute such documents as they may require in order to comply with any Hlue Sky l^aws. Payment for such shares of the Convertible Preferred Stock as become deliverable to the i undcrwiiters shall he made on the fourth day after the expiration of the Subscription Warrants issued lo Common stockholders against (a) the delivery of proper certificates therefor, and (b) .} payment by the registrant to the underwriters of the comjxmsation computed as above provided. The liability of each underwriter is several and not joint and is limited to the number of shares which each underwriter shall have agreed to underwrite or to find purchasers for or to pur chase; provided, nevertheless, that if any underwriter other than Hornblower & Weeks and Hayden, Miller & Co. shall fail to take up and jay for al! or any part of his participation, the said two under writers shall take up ami pay for the same. A coin- of said underwriting agreement is hereto at tached as Exhibit F, and reference is hereby made lo said agreement for a full statement of the terms j and conditions thereof. Rv letter dated April 10, 1930 addressed and delivered to registrant by each of the underwriters, other than llumhlower & Weeks and Hayden, Miller & Company, named in answer to Item 22 hereof, became parties lo the Underwriting Contract of March 31, 1936, Exhibit F, to the extent of die number of shares set opposite the name of each in said Item 22. A copy of said form of letter dated April 10. 1936 is attached hereto as Exhibit F-I, and reference is hereby made thereto for a full .statement of the trims and conditions thereof. The registrant lias made no other agreement with any underwriter. Neither the registrant nor any affiliate thereof has made any contract agreeing not to sell the Convertible ['referred Stock during the period of distribution other than the underwriting agree ment above summarized. GLOl46o 7 24 24. Give the information required by the following table (estimate, if necessary). Total Per Unit ptit* to public $10,500,000 $52.50 lTnd>rwrltls( cdoismcomuisnst*ioOn*r Wulmum Minimum $500,000* $1 50* $200,000 $1.00 Prneteeds Mfiitrint Minimum Maximum $10,200,000 $51.00 $10,300,000 $51.50 As inoie fully eel forth under Item 23 hereof the minimum underwriting commission is increased by the sum of $.150 per share for each share of Convertible Preferred Stock registered hereunder that becomes deliver able to the several underwriters. 25. State briefly the discounts or commissions to be received by subunderwriterg or dealers. The principal underwriters have advised the registrant that at present they do not contemplate the formation of a selling group, but that ilicv reserve the right, in their discretion, to form a selling group to which may be offered all or any part of the Convertible Preferred Stock registered here under that becomes deliverable to the several underwriters. They also advise that iu the event of the formation of a selling group, the concession to selling group members or to dealers will not exceed $1 per share. The principal underwriters further advise that foreign underwriters may allow to their subunderwriters up to 85% of their net underwriting profit. The principal underwriters further advise that they reserve the right, in their discretion, to pay, out of the underwriting commissions, 25 cents j>er share of Prior Preference Stock to under writers and .selected dealers through wlmm Prior Preference Stock shall be deposited for exchange into Convertible Preferred Slock. 26. List the persons or classes of persons (other than the underwriters as such) to whom securi ties of any class registered hereunder have been or are to be sold for a consideration varying from that at which the securities are to be sold to the general public, naming such persons or specifying each class, and stating the consideration to be given by each. The principal underwriters have advised the* registrant that they do not intend to sell the Con vertible Preferred Stock, registered hereunder and which becomes deliverable to them, to any per sons or classes of persons (or a consideration varying from that at which such stock is to be sold to the general public, except as stated in the answer to Item 25 hereof. Except as aforesaid so far as the registrant knows there arc no persons or classes of persons to whom the Convertible Preferred Stock registered hemmder has been or is to be sold for a con sideration varying from that at which such stock is to be sold to the general public. The principal underwriters, however, reserve the right in their discretion to vary the offering price after the expiration of subscription and exchange rights, PROCEEDS AND THE APPLICATION THEREOF The information required by Items 27, 28 and 29 is to be given with respect to proceeds to be received, or received within one year, by the registrant from the sale of the securities registered: 27. (a) Total proceeds (estimated, if necessary), after deduction of underwriting discounts or commissions, but before deduction of other expenses. From the sale of 200,000 shares of Convertible Preferred Stock to shareholders................................................................................................................ $10,300,000.00* (b) A reasonably itemized statement of other expenses of the registrant in connection with the sale of the securities. (Estimated) Securities and Exchange. Commission Registration Fee.... $ 1,050.00 Filing fee--Secretary of Slate of Ohio........................... 1,025.00 Fee of counsel and auditors for registrant........................ 20,000.00 Listing Fee--New York Stock Exchange........................... 4,800.00 Preparing Registration Statement and Prospectus and Ex cuses incident thereto ............................... 10,000,00 Printing and distributing warrants and handling subscriptions.................................................................... 8,000.00 Engraving Slock Certificates ............................................... 3,000.00 Stock issuance taxes ....................................................... 10,000,00 Miscellaneous ................................................ 10,000.00 67,875.00 (c) Net proceeds after deducting expenses itemized under (b). $10,232,125.00* To be reduced by $0.50 per share on number of shares deliverable to underwriter* in accordance with the terms set forth under Items 23 and 24 hereof. GL0014608 25 28. Furnish a reasonably itemized statement of the approximate amount devoted to each purpose, so far as determinable, for which the net proceeds have been or are to be used. A.s set forth under item 9A hereof, the registrant contemplates the redemption and re tirement of its funded debt which, after giving- effect to a serial maturity of $33,000 prin cipal amount on April 15, 1936, is outstanding as follows: ` $3,262,000. principal amount Five Year $l/i% Gold Notes, due June 1, 1939, of the registrant, iedecmahle after June 1, 1936 at 101 plus accrued interest. t* 26.000. principal amount First Mortgage 6% Serial Gold Bonds, dated October 15, J926, of Tin* Chemical and Pigment Company, Inc., currently redeemable at 102, plus accrued interest. , 38,200. principal amount First Mortgage 6/o Gold Bonds, dated September 10, 1927, of the Wisconsin Food Products Ohio Company, currently redeemable at 102, plus accrued interest. Of the proceeds from the sale of the Convertible Preferred Stock registered hereunder, the registrant will apply $3,360,104. to the redemption of the funded debt set forth above at principal amount plus the redemption premium current at the date of redemption, or to the payment of short tcim hank loans incurred to meet such redemptions. As set forth under Item 23 hereof the registrant will offer to the holders of its Prior Preference .Stock the right to exchange such Prior Preference Stock for Convertible Preferred Stock, registered hereunder, limited pro rata to so many shares of the Convertible Preferred Stock as are not subscribed by the Common stockholders, such exchange to be on the basis of two shares of Convertible Preferred Stock for each share of Prior Preference Stock. The registrant intends to apply a maximum of $6,825,000. of the proceeds from the sale of Con vertible Preferred Stock to the redemption on July 1, 1936 of such shares of the Prior Prefer ence Stock as arc not exchanged under the aforesaid offer, paying therefor par value plus the redemption premium of 5%. To the extent that Prior Preference Stock is presented in acceptance of such exchange offer, and further to the extent to which Convertible Preferred Slock becomes available for issue pursuant to such offer of exchange, the number of shares of Convertible Preferred Stock sold will be reduced and the total cash proceeds from the sale thereof and correspondingly the application of such proceeds to the redemption of the Prior Preference Slock will be reduced. 29. Give the information required below aB to any property acquired or to be acquired in whole or in part, directly or indirectly, not in the ordinary course of business, in consideration of any of the securities registered or of all or any part of the proceeds thereof: (a) General character and location of such property, (b) The names and addresses of the persons from whom acquired or to be acquired, specifying their relationship to the registrant, if any. (c) The allocation of the consideration given or to be given in connection with each such acquisition, reasonably itemized. No property is to be acquired directly or indirectly in consideration of any of .the securities registered or of al! nr any part of the proceeds thereof. GLD014609 26 MANAGEMENT AND CONTROL 30(a) Names and addresses of all persons who are, or are chosen to become, directors and officers of the registrant. Indicate the office held. tUme Adrian D, Joyce R. H. Horsburgh R. W. l.evenhagen W. j. O'Brien Dwight P. Joyce Howard Beatty P. K. Sprague* Clifton M. Kolb J. A. Peters Addrasi 1396 Union Trust Building Cleveland. Ohio 11001 Madison Avenue Cleveland, Ohio 13% Union Trust Building Cleveland, Ohio 1396 Union Trust Building Cleveland, Ohio 11001 Madison Avenue Cleveland, Ohio Elston Ave. & Logan Boulevard Chicago, Illinois 1396 Union Trust Building Cleveland, Ohio 11001 Madison Avemtc Cle.vcland, Ohio 11001 Madison Avenue Cleveland, Ohio one* President and Director Senior Vice-President and Treasurer and Director Vice-President and Director Vice-President and Director Vice-President and Director Director Director and Appointed Special Vice-President Secretary Appointed Assistant Secretary and Assistant Treasurer (b) State as to each such person named as chosen to become a director or officer whether he has consented thereto. Each of the persons named above is presently serving as a director or officer, or both, as indicated. 31. Describe briefly the business experience of the principal executive officers for the last five years. Mr. Adrian D. Joyce has been President and a Director of the issuer during the past five years and has devoted all of his time and energy to the direction of its affairs and that of its subsidiaries and affiliates except a very small portion required for the supervision of the affairs of Southern Pine Chemical Company of which he is Chairman of the Board of Directors. Mr. R. H. Horsburgh has been Vice-President and Treasurer and a Director of the issuer dur ing the past five years and has given his pcixmal attention and all of his time to the duties of the office to which lie was elected, except a very sm ill portion which has been devoted to the affairs of Southern Tine Chemical Company of which he is Vice-President and Treasurer. Mr. R. W. Lcvcnhagcn has been Vice-President and a Director of the issuer during the past five years and has for the past five years been in direct charge of its Food Division. Mr. W. J. O'Brien has been a Director of the issuer for the past five years and has Held the office of Vice-President since October 1930. During the five years of his service he has had charge of the Chemical and Pigment Division and the general research work of the issuer. Mr. Dwight P. Joyce lias been a Director of the issuer during the past five years and has been a Vice-President since January 17. 1935. For the past five years he has been in general charge of the sale and distribution of the products of the Chemical and Pigment and the Paint and Varnish Divi sions. Mr. Howard Beatty has been a director of the issuer during the past five years and has for the same period been General Manager of the Food Division to which he has given his full time and energy. GLD014610 il i ai j 27 Mr. P. \Z. Sprague was appointed Vice-President in charge of Metal and Pigments Sales Divi sion by the directors at their annual meeting on January 16, 1936. For a short time previous to that dale he was engaged in the same activities. Prior to that time and for the rest of the period of five years from date he was the manager of the Metals Refining Company and Euston Lead Company Divisions of the registrant located at Hammond, Ind. and Scranton, Pa., respectively. Mr. Sprague was elected a Director of the registrant on April 20, 1936. Mr. Clifton M. Kolb has been Secretary of the issuer during the past five years. He has direct charge of the Legal Department and has performed such other duties as are usually required from one holding the office. Mr. J. A. Peters has been Assistant Treasurer and Assistant Secretary for the past five years with authority to sign checks and authority to sign contracts and documents in the absence of the Secretary, He has charge of the Insurance Department and handles the receipt and disbursement of funds under the supervision of the Senior Vice-President and Treasurer. 32. Dates of, parties to, and general effect briefly and concisely stated of all material management and general supervisory contracts now in effect providing for management of, or services to, the registrant. The registrant docs imt have any general management contracts with other corporations or management service companies. The executive officers are elected by the Board of Di rectors and the compensation of the President is determined by the Board of Directors. The salaries of the other executive officers are fixed by the President pursuant to authority given him by the Hoard of Directors. The various plants are managed by Regional Di rectors selected by the executives. Contracts covering the arrangements with the Regional Directors arc drawn fur yearly ]>ciiocls and cover salaries and in a few cases a small division iff iho profits as determined by the executives. 33. Give the information required below for all persona owning of record or beneficially more than ten per cent, of any class of vo'.ing stock of the registrant: As of: March 31, 1936 Owner of record Nsmc and address Beneficial owner (if known) Nome and address Title of issue Amount owned Of record, none. Beneficially, n< nc to the knowledge of the registrant. Per onto! tko clou 34. The following information as to the registrant's securities owned of record or beneficially by each director and officer of the registrant, each underwriter named in answer to Item. 22, and each security holder named in answer to Item 33. Nome position Yu he furnished by amendment hereof. Securities owatd s of Merck 31, 1034 Title of Issue Amount Secnritlei owned ss of Merck 31, 1*3$ (eyrrozlmntoljr i h . year prerltus) Title ef Issue Amount GLD014611 28 35. Full particulars as to the nature and extent of any substantial interest of every director, prin cipal executive officer, underwriter named in answer to Item 22, affiliate, and of every security holder named in answer to Item 33, in any property acquired within two years, or proposed to be acquired, not in the ordinary course of business. Include the cost of any such property to any such person. No director, principal officer, or underwriter or security holder named in the answers to Items 22 and 33 has had any substantial interest in any property acquired within two years ur proposed to be acquired not in the ordinary course of business. Assets owned or held for the benefit of the registrant by its subsidiaries, The Gulden Company of Indiana, Juc., The Gliddeu Company of California. The Gulden Company of Massachusetts, The Gliddeu Company of Texas and The Gbddcn Company of Florida and having a cost value on the books of said subsidiaries of $1,219,231.98 after deducting all liabilities except amounts due the registrant, were transferred to the registrant on October 31, 1934 in liquidation of the indebtedness of said subsidiaries to the regis trant in the amount of $1,219,231.98, and said subsidiaries were dissolved. Assets owned or held for the benefit of the registrant by its subsidiaries, Adams & Elting Company, T. L. Blood & Co., Camplrell Paint & Varnish Company, The Chemical and Figment Company, Inc., The Diamond faint Company, Durkec Famous Foods, Inc., Eustcm Lead Company, The Forest City Faint & Varnish Company, The Gliddeu Company of Oregon, Ilcath & Milligan Manufacturing Company, Mcutli & Milligan Manufacturing Co. of California, Metals Refining Company, Nubian Faint & Varnish Company, Twin City Varnish Company, The A. Wilhelm Company, Wisconsin Food Products Ohio Company, The Mamolith Carbon Taint Company, Inc., and Nelio-Resin Corporation, and having a cost value on the books of said subsidiaries of $10,015,758.43 after deducting all liabil ities except amounts due the registrant, were transferred to the registrant as of January 1, 1936 in liquidation of the indebtedness of said subsidiaries to the registrant in the amount of $10,015,758.43, and said subsidiaries, except Wisconsin Food Products Ohio Company, have been dissolved. 36. Give the information required below in tabular form concerning the aggregate remuneration paid by the registrant and its subsidiaries, directly or indirectly, to the following persons in all of their capacities: (a) The name and aggregate remuneration of each director of the registant. (b) The name and aggregate remuneration of each of the officers of the registrant receiving the three highest aggregate amounts of remuneration. (c) The aggregate remuneration of all other officers of the registrant, whatever the amount of the respective remuneration of each; indicate the number of such officers without naming them. (d) The aggregate remuneration of all employees of the registrant who, respectively, received remuneration from the registrant in excess of $20,000 during the past fiscal year; indicate the number of such employees without naming them. (a) Remuneration of Directors: Kiltie or number ( pertoas net Dimed CiptclUci la which remuneration w* received Remuneration pill bp reclttranl other thin nlreeUri' fees Adrian D. Joyce R. II. Ilorsburgh K. W. Lcvcnhagcu \Y. J. O'Brien Dwiglit P. Joyce Howard Beady F. E. Sprague (1) Otto Miller (3) Director and President Director, Senior Vice Pres- ident and Treasurer Director and Vice I'resi- dent Director and Vice President Director ami Vice President Director and General Manager of Food Division Director and Appointed Special Vice-I'rcsidenl Director $101,104.08* 3.1,729.15* 25,729,15* 22.98.U3* 8,491.67* 23,749.15* 10,191.67+ None Director None E. K. Tinker (4) Director (1) Klcclcd April 20, 1936. (2) Deceased April 7, 1936. (3) Resigned April 12. 1935. C4) Resigned July 11, 1935. None Directors* reilitnit :> 60.00 50.00 50.00 40.00 50.00 20.00 None 100.00 30.00 None Afgrfcit* remuneration put lies! jreir $101,164.08* 33,779.15* 25,779.15* 23,023.33* 8,541.67* 23,769.15* 10,191.67* 100.00 30.00 None GLD01461? Q r> to 29 (b) Remuneration of Officers receiving three highest amounts. Name or number of persons not named Capacities in which remuneration was received Adrian 13, Joyce K. II. llorsburgh R. W. I.cvcnhagen J'resident Senior Vice-President and Treasurer Vice-President Acportto rcmunorntioi dudns rojisUanl'l pail fatal year $101,164.08* 33,779.15* 25,779.15* (c) Remuneration of all other Officers. Name or number of persons not named Capacities in which remuneration was received Af|T{*te rounnorntltn during reflstrant's pant local year Five Vice Presidents, Secretary, Asst. Treasurer, $59,595.68 mid Vice President in charge of Metal and Pigments Sales Division (d) Aggregate remuneration of all employees receiving in excess of $20,000.00. Name or number of persona not named CapacItJvs la which remuneration was rteolvid A(S't(*to ramnatialioa dnrti| reilslraat's past Steal year One Gcncml Manager (if Food Division $23,769.15* The amounts stated include the following amounts as salaries for the year ended October 31, 1935: Adrian D. Joyce ........................ .... $75,000.00 R. II. llorsburgh ........................... 30,000.00 R. W. Lcvciihagcu ......................... 22,000.00 W. J. O'lUicu ............................... 20,000.00 Dwight P. Joyce ...........................$ 8,000.00 Howard Beatty ............................... 20.000.00 P. E. Sprague ................................ 8,700.00 The balance of the payments represent portions of compensation provided for out of earnings of prior years, under plan approved by stockholders in January 1932, but not paid until 1935. 37. Give the information required below in tabular form concerning the aggregate remuneration paid by the registrant, directly or indirectly, to any peraon, other than a director, officer or employee, whose aggregate remuneration from the registrant, in all capacities, exceeded $20,000 during the past fiscal year. Name Squire, Sanders & Dempsey Cleveland, Chin Capacities la which xemuncutloa wti received Iron the registrant General Counsel A||r(|Att reasaBtratioa dtulag registrant's past Sacal year $32,000* This includes sjn-cial compensation paid to the firm of Squire, Sanders & Dempsey for services in connection with an action at law brought by the United Stales against registrant and its wholly-owned subsidiary, The Forest City Paint & Varnish Company, wherein plaintiff prayed for a jitdgement of $2,197,329.73. Final judgment therein has been entered fin the defendants. RECENT SALES OP SECURITIES BY REGISTRANT 38. For all securities of the registrant sold by the registrant to any person other than employees within two years, furnish the following information: I. (a) Title of issue, and if stock, the par or, if no par, stated value, if any. Prior Preference Slock, par value $100 per share. (b) Amount sold. 2,116 shares. (c) Date of sale. From March 28, 1934 to October 26, 1934. (d) Aggregate net cash proceeds, or the nature and aggregate amount of any consideration other than cash, received by the registrant. 2,116 shares of Prior Preference Slock were sold for cash at par and $211,600.00 was re ceived therefor. ; (e) Names of principal underwriters, if any, indicating any such underwriters as are affiliates of the registrant. None. CLD014613 30 II. (a) Title of issue, and if stock, the par or, if no par, stated value, if any. Common Stock, without par value. (b) Amount sold. 34,830 shares. (c) Date of sale. l'Tom May 5, 1933 to April 1, 1933, (d) Aggregate net cash proceeds, or the nature and aggregate amount of any consideration other than cash, received by the registrant. 34,830 shares of Common Slock were sold for a total cash consideration of $281,979.20. (e) Names of principal underwriters, if any, indicating any such underwriters as are affil ates of the registrant. None. III. (a) Title of issue, and if stock, the par or, if no par, stated value, if any. Common Stock, without par value. (b) Amount sold. 104,000 shares. (c) Date of sale. Set forth below under subsection (d). (d) Aggregate net cash proecds, or the nature and aggregate amount of any consideration other than cash, received by the registrant. On July 3, 1935 the registrant offered to its Common stockholders 104,000 shares of its Com mon Stock at $22.00 per share. The aggregate net cash proceeds amounted to $2,151,248.08 of which $2,148,630.08 was received prior to October 31, 1935 and the balance of $2,618.00 was received subsequent thereto and prior to March 31, 1936. (e) Names of principal underwriters, if any, indicating any such underwriters as are affi liates of the registrant. Name Address Hornblower & Weeks G. M.-l\ Murphy & Co. White, Weld & Co. Cassatt & Co., Incorporated llaydcn, Miller and Company T.hc Ecybarn-Company, Inc, Kstabrook & Co. ltcll & Beckwith Paul H. Davis & Co. Singer, Deane Si Scribner Alex. Brown Si Sons Bancamcrica Blair Corporation Barclay, Moore & Co. W. E. Hutton & Co. Ilaystonc Securities Corporation O'Briau, Potter & Co. Reed & Co. 40 Wall Street, New York City 52 Broadway, New York City 40 Wall Street, New York City 40 Wall Street, New York City Union Trust Building, Cleveland, Ohio 45 Exchange-Place,--Jersey City, N. J. 15 State Street, Boston, Massachusetts 519 Madison Avenue, Toledo, Ohio 10 South La Salle Street, Chicago, 111. Union Trust Building, Pittsburgh, Pa. 135 East Baltimore Street, Baltimore, Md. 44 Wall Street, New York City 123 South Broad Street, Philadelphia, Pa. First National Bank Building, Cincinnati, O. 25 Broad Street, New York City Liberty Bank Building, Buffalo, New York 8 Foster Street, Worcester, Massachusetts None of the above underwriters is or was at the time of said sale affiliated with the registrant. GLD014614 31 IV. (a) Title of issue, and if stock, the par or, if no par, stated value. If any. Common Stuck, without par value. (b) Amount sold. 46,000 shares. (c) Date of sale. Set forth below under subsection (d). (d) Aggregate net cash proceds, or the nature and aggregate amount of any consideration other than cash, received by the registrant. During the month of January 1936 the registrant sold to its officers and key men 46,000 shares of its Common Stock and the net cash proceeds received amounted to $1,012,000.00. (e) Names of principal underwriters, if any, indicating any such underwriter* a* are affi liates of the registrant. None. OPTIONS 39. As to any securities subject or to be subject to option* to purchase from the registrant, (a) state the amount, with the title of the issue, called for by such options; (b) outline briefly the prices, expiration dates, and other material conditions on which such options may be ex ercised; (c) give the name and address of each person allotted or to be allotted options calling for more than five per cent of the total amount subject to option, and give the amount called for by the options of each such person; and (d) for each such class of options granted within two years state the consideration for the granting thereof. No securities arc subject or arc to be subject to options to purchase front the registrant. MISCELLANEOUS 40. Outline briefly the substance of the claims involved in, and state the title of, any material pending legal proceeding to which the registrant or one of its subsidiaries is a party or of which property of the registrant or of one of its subsidiaries is the subject, if such proceeding departs from the ordinary routine litigation incident to the kind of business conducted by the registrant or its subsidiaries, as tl i case may be; make a similar statement as to any such proceeding known to be contemplated by governmental authorities. The United States filed two suits in 1934 against the registrant in the United States I )i (rid Court at Cleveland, Ohio on bonds in the aggregate amount of $170,000.00 deposited In the registrant lu cover the performance of the conditions of permits granted to use Specialty Denatured Alcohol. These cases hear the numbers 18119 for $100,000.00 and 18145 for $70,000.00. The registrant has filed answers denying liability and setting up certain nltirmalive defences. The cases arc now before the court on motions and briefs but no deci sion has been rendered. An indictment has been filed against Durkec Famous Foods, Inc. the registrant's sub sidiary. by the United Stales of America in the United States District Court, District of New Jersey, Case Number 2681-M, alleging a violation of the Elkins Act on fifteen counts. The maximum penalty is $300,000.00. A motion to quash the indictment has been filed and argued but no decision lias been rendered. On January 18, 1936 suit was brought in the Court of Common Pleas of Cuyahoga, County, Ohio No. 439747 by Catherine D. Hoyle against the registrant, and A. D. Joyce, IT f f. I lorsburgh, K. \V. Levenhagcn, D. P. Joyce. W. J. O'Brien, Howard Beatty, Charles \Y. Kigley, Otto Miller and E. R. Tinker, officers and directors of the registrant. The plaintiff seeks to have 35,000 shares of Common stock sold to officers and employees in 1932 under options and 46,000 shares of Common slock sold to officers and employes in January of 1936 returned to the registrant. 'Die plainti/T also seeks to recover the under writing fee paid for underwriting 104,000 shares of Common stock sold to common stock holders in July 1935 and alleged excessive salaries and bpnuses paid to officers for the benefit of the registrant. An answer will be filed in due course. Several suits have been filed in Chicago, Illinois against the registrant for personal GLD014615 32 injuries and property damages resulting from the explosion which occurred at the Soya Products Division of the registrant on October 7, 1935. The registrant was covered by public liability insurance and docs not anticipate any loss from such claims. The registrant did not carry properly damage insurance but all small claims have been settled and a care ful analysis of unsettled claims and prospective claims indicates that they will not exceed $75,000. The registrant and its subsidiaries arc involved in other litigation resulting from the usual conduct of its business, hut the amounts claimed in all such litigation does not exceed $100,000. The Federal Income 'lax Returns of the registrant have been verified through the year 1931and there arc at present no unpaid assessments nor arc additional assessments antici pated; the Treasury Department is now investigating the depreciation policy of the registrant as affecting its income tax returns for 1932 and subsequent years but registrant does not expect that any material adjustments of tax liability will result from such investigation. 41. Dates of, parties to, and general effect briefly and concisely stated of every material contract not made in the ordinary course of business, to be performed in whole or in part at or after the filing of the registration statement or made not more than two years before such filing. Only such contracts need be set forth as to which the registrant or a subsidiary of the regis trant is a party or has succeeded to a party by assumption, assignment or otherwise, or has a beneficial interest. Cuntract between the registrant and Commercial Pigments Corporation, dated August 23, 1929. This contract grants to the registrant a non-cxdusivc license to manufacture and sell lii , Umuun lithoponc for the life of patents owned by Commercial Figments Corj>oration relative to , the manufacture of titanium lithoponc, on a royalty basis. Said contract is designated as Exhibit 1-1 of this Amended Registration Statement and a copy thereof is attached to registrant's Amended Registration Statement, File 2-1414, as Exhibit Tl, which said copy is incorporated herein by reference and made a part hereof. Contract between the registrant ami First Hancrcdit Corporation dated February 9, 1935. Under the terms of this contract, registrant agrees to insure First Ilancrcdit Corporation against loss in excess of the insurance granted under the Federal National Housing Act on account of notes purchased by First Ilaucredit Coronation from customers of the registrant's dealers in a sum not to exceed 25% of the aggregate face amount of obligations so purchased. This contract is subject to cancellation on thirty days notice. Said contract is designated as Exhibit 1-2 of this Amended Registration Statement and a copy thereof is attached to registrants Amended Registration Statement, File 2-1414, ns Exhibit 1-2, which said copy is incorporated herein by reference ami made a part hereof. Contract between registrant and First Ranciedit Corporation dated April 1, 1930. Under the terms of this agreement, registrant agrees to insure First BancredU Corporation against loss in excess of the insurance under the Federal National Housing Act as amended on account of note* purchased by First ilancrcdit Corporation from customers of the registrant's dealers in a sum not to exceed 10% of the aggregate face amount of the obligations so purchased. This contract is sub ject to cancellation on thirty days notice and supersedes the contract with the First Bancredit Corporation dated April 1, 1936 which lias been terminated except as to the liability of the regis trant on notes discounted during the life of the contract which will not exceed $25,000.00, A copy of said contract is filed with this registration statement as Exhibit 1-3 and reference thereto is hereby made for a more complete statement of the terms and provisions thereof. Uonhact entered into between E. J. duFont dr Nemours and Company and the registrant on January 2, 1934. Under this contract the registrant is granted a non-exclusive license covering the manufacture and sale of low viscosity lacquers, for the life of the patents which expire in July 1947. The registrant is obligated to pay a minimum royalty of $1,000.00 per year. Said contract is designated as Exhibit 3-4 of this Amended Registration Statement and a copy theicof is attached to registrant's Amended Registration Statement File 2-1414, as Exhibit 1-3. which said copy is incorporated herein by reference and made a part hereof. Contract between The New Jersey Zinc Company and 'Hie Chemical & Pigment Company, Incorporated, a fully owned subsidiary of the registrant, dated April 23, 1926. Under this con tract The Chemical & Figment Company, Incorporated, is granted a non-exclusive license cover ing the manufacture of lithoponc. under United States patents expiring February 27, 1940. The royalty is shown on a chart attached to the contract and is based upon the ratio of the selling price of lithoponc to the market price of zinc spelter, and is based upon tons of lithoponc manufactured. Said contract is designated as Exhibit J-5 of this Amended Registration Statement and a CL00146I6 33 copy thereof is attached to registrant's Amended Registration Statement, File 2-1414, at Exhibit 1-4, which said copy is incorporated herein by reference and made a part hereof. Agreement between The New Jersey Zinc Company and The Chemical & Pigment Company, Incorporated, a wholly owned subsidiary of the registrant, dated November 5, 1929. This contract is supplemental to the contract designated in this registration statement as Ex hibit 1-5 and revises'the exhibit therein used for royalty purposes. Said contract is desig nated as Exhibit 1-6 of this Amended Registration Statement and a copy thereof is attached to registrant's Amended Registration Statement, File 2-1414, as Exhibit 1-5, which said copy is incorporated herein by reference and made a part hereof. . .. Contract between General Electric Company and the registrant dated October 16, T935. Under this contract a non-exclusive license is granted to the registrant to manufacturcalkyd resins for use in the manufacture of paints on the liasis of n royalty. The contract provides for a minimum payment of $5,000.00 per year and extends to June 10, 1950, but may be terminated by the registrant on thirty days notice, and takes the place of the contract appearing as Exhibit 1-6 of the registration statement of the registrant bearing file number 2-1414, which became effective June 21, 1935, said contract having 1>c c ii cancelled by the General Electric Company. A copy of said contract is filed with this registration statement as Exhibit 1-7 and reference thereto is hereby made for a more complete statement of the terms and provisions thereof. Contract between the registrant and Metal & Thermit Corporation dated December 18, 1933. This contract provides for the formation of the American Zirconium Corporation, for the pur pose of manufacturing pigments under United States Letters Patent, with an authorized Capital of 6,000 shares, of 7% Preferred Stock with a par value of $100.00 per share and 10,000 shares of Common Stock without par value, the 10,000 shares of Common Stock to be issued for patents and to he divided equally between the parties, the registrant agreeing to provide the working capital by subscribing to 6.000 shares of the Preferred Stock of the new corporation at par. To date the registrant has acquired 4.232 shares of the Preferred Stock of American Zirconium Cor poration and is liable for the purchases of 1,768 shares. Said contract is designated as Exhibit 1-8 of this Amended Rcgistiation Statement and a copy thereof is attached to registrant's Amended Registration Statement, File 2-1414, as Exhibit 1-7, which copy is incorporated herein by reference and made a part hereof. Contract entered into between the registrant and American Zirconium Corporation, dated February 6, 1934. Under the terms of this contract the registrant, under the direction and control of the Hoard of Directors of American Zirconium Corporation, undertakes to act as the general manager of the manufacturing operations of American Zirconium Corporation for the considera tions mentioned in the contract. The registrant also, subject to the control of the Board of Direc tors of American Zirconium Corporation, undertakes to act as the selling agent for the American Zirconium Corporation for the considerations therein provided. The agreement is to continue in force until the 31st day of December, 1936. A copy of said contract is filed with this registration statement as Exhibit 1-9 and reference thereto is hereby made for a more complete statement of the terms and provisions thereof. Contract between The Gliddcn Food Products Company, a wholly owned subsidiary of the registrant, the name of which has been changed to Durkee Famous Foods, Inc., and Epstein, Rey nolds & Harris, dated July 12, 1929. This contract covers the granting of a non-exclusive license* to The Glidden Food Products Company for the use of a spray process for the manufacture of margarine for a period of five years commencing July 1, 1929. The contract was extended by a supplemental agreement, dated July 20, 1934, for five years and expires on July 1, 1939. Said contract and said supplemental agreement arc designated as Exhibit 1-10 of this Amended Regis tration Statement, and copies thereof are attached to registrant's Amended Registration Statement, File No. 2-1414, as Exhibit 1-8, which said copies are incorporated herein by reference and made a part hereof. Contract between Wood Process Company, Inc. and the registrant, dated February 20, 1934, covering the purchase of certain shaves of Wood Process Company, Inc., for the sum of $30,000.00 payable as follows: $3,600.00 on or before the seventeenth day of January 1935, 1936 and 1937 and the balance on or before January 17, 1938. Said contract is designated as Exhibit 1-11 of this Amended Registration Statement and a copy thereof is attached to registrant's Amended Registration Statement, File 2-1414, as Exhibit 1-9 which said copy is incorporated, herein by reference and made a part hereof. Contract between Durkee Famous Foods, Inc. and The Procter & Gamble Company relative to the sale of the soap business and certain property at Louisville, Kentucky, dated April '18, 1935. This contract was consummated as of June 1,1935. The registrant trans ferred the real property covered by the contract to The Proctor & Gamble Company and ll9VI0019 K 34 received a consideration therefor of $50,000.00. The registrant also delivered inventories of materials suitable for manufacturing soap and receiv'd a consideration therefor as provided in ihc contract. Said contract is designated as Exhibit 1-12 of this Amended Registration Staternent and a copy thereof is attached to registrant's Amended Registration Statement, File 2-1414, as Exhibit 1-12, which said copy is incorporated herein by reference and made a part hereof. Contract dated May 6, 1935 between Titanium Pigment Company, Inc, and American Zirconium Corporation granting to American Zirconium Corporation a non-exclusive license under patents therein designated to make, use and/or sell titanium compounds throughout the United States until August 7, 1951. A copy of said contract is filed with this registration statement ns Exhibit 1-13 and reference thereto is hereby made for a more complete state ment of the terms and provisions thereof. Contract dated May 6, 1935 between Titanium Pigment Company, Inc., American Zirconium Corporation, Metal & Thermit Corj>oration and the registrant, whereby American Zirconium Cor poration agrees to deliver capital stock to Titanium Pigment Company, Inc. in payment of royalties under contract of May 6, 1935, filed with this registration statement as Exhibit 1-13, and whereby the registrant guarantees the performance of the terms of the agreement. A copy of said con tract is filed with this registration statement ns Exhibit 1-14 and reference thereto is hereby made for a more complete statement of the terms and provisions thereof. NOTE: Pursuant to terms of said contract, American Zirconium Corporation authorized and issued an additional 1112 shares of its common stock to Titanium Piytneut Company, Inc., thus reducing the registrant1* ownership in the common stock of American Zirconium Corporation from SQ% to as set forth in the note to the answer to Item 4(a) hereof. Contract dated May 6, 1935 between National Lead Company, Titanium Pigment Com pany, Inc., Metal & Thermit Corporation, American Zirconium Corporation and the regis trant whereby the registrant and said National Lead Company guarantee the performance of the contracts, filed with this registration statement as Exhibits 1-13 and 1-14, by their affiliate and subsidiary respectively. A copy of said contract is filed with this registration statement as Exhibit 1-15 and reference thereto is hereby made for a more complete state ment of the terms and provisions thereof. Contract entered into as of January 1, 1935 between Krebs Pigment & Color Corporation and American Zirconium Corporation wherein a non-exclusive license is granted to American Zirconium Corporation to make titanium dioxide in the quantities specified in paragraph (b) of Article I of the contract and to use and sell titanium dioxide so produced throughout the United States of America and the territories and dependencies thereof. American Zirconium Corporation agrees to pay a royalty of 2% ol the selling price per pound of titanium dioxide as contained in Krebs' published carload selling price to the general trade with a minimum royalty of onc-fourth of a cent per pound. The agreement may be terminated by American Zirconium Corporation at any time after the expiration of ten years from January 1, 1935. vSaid contract was assigned by Krebs Pigment & Color Corporation to E. I. duPont de Ne mours and Company, its parent company, us of December 31, 1935. A copy of said contract and notice of assignment arc filed with this registration statement as Exhibit 1-16 and refer ence thereto is hereby made for a more complete statement of the terms and provisions thereof. Contract between the registrant, Uausa-Muehle G.m.b.H. and Hanseatische Muehlenwerke Akticngcscllschaft, Aarhus Olicfahrik, American Lecithin Corporation, Archer-Daniels-Midlaml Company and Ross & Rowe, Inc. Under this contract the registrant agrees to form a corporation known as American Lecithin Company for the purpose of acquiring and holding title to patents relative to the manufacture and use of lecithin in the United States; the stock of said corporation to be owned hy the various interests with the exception of Ross & Rowe, Inc. The registrant and Archer-Daniels-Midland Company agree to manufacture lecithin at cost which is to be sold exclusively by American Lecithin Company. Ross & Rowe, Lie. are also to act as selling agents for American Lecithin Company. A copy of said contract is filed with this registration statement as Exhibit I-17 and reference thereto is hereby made for a more complete statement of the terms and provisions thereof. Contract dated May 31, 1935 between the registrant and American Lecithin Company wherein American Lecithin Company grams to the registrant an exclusive license except as to Archcr-Danicls-Midland Company for the manufacture, separation and/or purification of lecithin and other phosphatidcs for the United States and all of its possessions and the Dominion of Canada, in consideration of the transfer to the registrant of 30% of the capital stock of American Lecithin Company. This agreement extends to and includes the life of the last patent obtained and any patent application coining within the purview of the agreement. GLD0L4618 1 ! n' ( f i j 1 j J j 35 A copy of said contract is filed with this registration statement as Exhibit 1-18 and reference thereto is hereby made for a more complete statement of the terms and provisions thereof. Contract dated October 21, 1935 between Old Fort Mills, Inc. and the registrant wherein the registrant agrees to advance money for the purchase of soya beans to be sold to Old Fort Mills, Inc. 'The registrant is protected against loss by the deposit of the capital stock of Old Fort Mills, Inc. A copy of said contract is filed with this registration statement as Exhibit 1-19 and reference thereto is hereby made for a more complete statement of th terms and provisions thereof. Contract between Old Fort Mills, Inc., P. Turner, G. A. Holland, H. A. Donithen, the registrant aml Central United National Bank of Cleveland, Ohio, providing for the deposit of the stock of Old Fort Mills, Inc., in escrow under terms of contract filed with this regis tration statement ns Exhibit 1-19. A copy of said contract is filed with this registration statement as Exhibit 1-20 and reference thereto is hereby made for a more complete state ment of the terms and provisions thereof. Contract between the registrant, Southern Pine Chemical Company, W. B. Gillican, Charles Gillican and Nelio-Kcsin Corporation, dated December 7, 1934, covering the opera tion of Nclio-Rcsin Corporation, the purchase of the Common Stock of Nelio-Rcsin Corporation from Southern Pine Chemical Company by a corporation to be formed by W. B. Gillican and Charles Gillican and the advancement of funds by the registrant to the extent of $300,000.00. Under this con tract a corporation known as Rosemary Corporation was formed by said W. B. and Charles Gillican and acquired 5,000 shares of the capital stock of Nelio-Resin Corporation. On December 7, 1935 the parties to this contract decided to cancel the same and the 5,000 shares of capital stock of NelioRcsin Corporation were acquired by the registrant from Rosemary Corporation for $53,000.00--the cost thereof to Rosemary Corporation. By this purchase the registrant acquired all of the outstanding capital stock of Nclio-Rcsin Corporation, whose assets were transferred to the registrant as of January 1, 1936, and Nclio-Rcsin Corporation was dissolved. A copy of said contract is filed with this registration statement as Exhibit 1-21 and reference thereto is hereby made for a more complete statement of the terms and provisions thereof. Contract between Wood Process Company, Inc., McGarvey Cline and Nelio-Resin Corpora tion, dated January 12, 1933, wherein Wood Process Company, Inc. and McGarvey Cline grant to Nclio-Rcsin Corporation the sole and exclusive right and license to manufacture, use and/or sell throughout the United States and all foreign countries under applications for Letters Patent of the United States No. 443,616 and 539,585 and any patents that may result therefrom relative to the manufacture of Nclio Resins. The contract provides for a minimum royalty of $12,000.00 per year, and contains an option to the licensee to purchase the patents at any time after the expiration of five years from August 3, 1932. A copy of said contract is filed with this registration.statement as Exhibit 1-22 and reference thereto is hereby made for a more complete statement of the terms and provisions thereof. Contract bclwccu Wood Processing Company, Inc. and the registrant, dated January 27, 1936, wherein Wood Process Company, Inc. agrees that the license granted under the contract herein referred to as Exhibit 1-22 can be assigned to the registrant. A copy of said contract is filed with this registration statement as Exhibit 1-23 and reference thereto is hereby made for a more complete statement of the terms and provisions thereof. Contract of indemnity dated May 1, 1935 by registrant in favor of Ernst & Ernst. Said contract is designated as Exhibit 1-24 of this Amended Registration Statement and a copy thereof is attached to registrant's Amended Registration Statement, File 2-1414, as Exhibit 1-11, which said copy is incorporated herein by reference and made a part hereof. NOTK: As of January 1, 1936, the registrant became the successor in interest of the following subsidiaries: Durkec Fatuous hoods, Inc., The Chemical & Pigment Company, Inc., and Nelio-Resin Corporation, and ai such assumed the liabilities and acquired the rights of said subsidiaries under the above enumerated contracts of said subsidiaries. 42. Briefly describe any material patent, material patent right, or material contract for a patent right, if the proceeds of the security registered are to be used for the particular purpose of acquiring or developing such patent, patent right, or contract for a patent right. None. 43. With respect to each denial by a governmental regulatory body, in a proceeding to which the registrant or a principal underwriter was a party or received notice, affecting the right to sell securities issued by the registrant, set forth briefly the grounds and terms of the denial, and any subsequent modification thereof. None, GL0014619 1 36 AA. If any expert named in the registration statement as having prepared or certified, any part - of the statement (a) has any interest of a substantial nature in the registrant or any affiliate thereof or is to receive any such interest as a payment for such statement or (b) is an officer or employee of the registrant or any affiliate thereof, or (c) has been employed upon a con tingent basis; furnish a brief statement of the nature of such interest, office, employment or contingent basis. r- None. HISTORICAL FINANCIAL INFORMATION '4-5, Furnish the information required below as to the respective captions on the registrant's balance sheet, the balance sheet of the registrant and its subsidiaries consolidated, and each r - individual or group balance sheet required to be furnished for unconsolidated subsidiaries. (a) If, since January 1, 1922, there have been any increases or decreases in Investments, in Property, Plant and Equipment, or in Intangible Assets, resulting from substantially revalumg such assets, state: (i) In what year or years such revaluations were made. (ii) The amount of such write-ups or write-downs, and the accounts affected, including the contra entry or entries. (iii) If in connection with such revaluations any adjustments were made in related reserve accounts, state the accounts and amounts with explanations. (J) During the year 1929, the registrant increased the book value of fixed assets at its .Minneapolis plant as follows; In c r e a s e s Laud .......................................................... ............ ..........................................$13,641.15 Buildings ........................................................................................................... 37,632.63 $51,273.711 De c r ea s e Machinery and equipment....................................... 26.049.7S Ne t In c r e as e--$25,224.00 The foregoing net increase of $25,224.00 was credited to unearned surplus account. (2) In 1932 registrant reduced the book value of real estate not used in operations by the sum of $2,802.58 and charged this amount to Capital surplus. (3) Ore lands and leases were written down to the nominal value of $2.00 during the yea" ' 1932 and the following accounts were affected: De b it s , Capital surplus ... Unearned surplus .$348,917.29 . 22,132.26 Cr e d it s Ore lands and leases ................................................................................. $371,049.55 (4) During the year 1932. a reserve for revaluation was established against fixed assets for the purpose of reducing the net ledger values of these assets to a basis more nearly conforming with values existing during that year and to provide reserve to offset appreciation which had previously been included in the fixed asset accounts.' The following summary shows the account1 affected at the time of establishment of this reserve. De b it s Capital surplus ................ Unearned surplus ............ Reserves for depreciation $1,923,729.01 , 1,322,590.05 730,220.78 Cr e d it Profit and loss or earned surplus. $3,976,539.84 139.61 Amo u n t o f Re v al u a t io n Re s e r v e a t Time o f It s Es t a b l is h me n t --$3,976,400.23 . .* / (j 37 (5) Dining the year 1926, the amount of $500,000.00 was transferred from profit and losssurplus to reserve for contingencies and in May 1927 the amount of $581,671.76 was charged against reserve for contingencies and applied against the registrant's investment in California Mining Companies. This write-off was made at the time of a reorganization of The California Zinc Company. (6) On December 7, 1935 the registrant reduced its investment in Nelio-Resin Corporation to net book value as shown on books of that company at November 1, 1935 and charge the difference of $60,972.40 to profit and loss-surplus. There have been no other increases or decreases in investments, in property, plant and equip ment, or in intangible assets of the registrant and its subsidiaries resulting from substantially revaluing such assets unless the following transactions are such as contemplated by the question: (1) The entire capital stock of Euslon Lead Company was acquired by the registrant during the year 1924 for the following consideration: Cash .................................................................................................................................. $130,200.00 Prior Preference Stock -2,886 shares at $100.00 each (par value)....................... 288,600.00 Common Stock--2,151 shares at value of $10.00 each of which $10,755.00 was credited to capital surplus and $10,755.00 to stated capital...................................... 21,510.00 Total consideration ..... ..................................................................................................... $440,310.00 Net worth of Fusion Lend Company at September 30, 1924...................................... 297,051.49* Good will .................................................................................... ....................1................$143,258.51** (*) Includes patents in llio amount of $150,009.00. r (**) Reduced in the amount of $50,000.00 by a charge to surplui on the books of the Euston Lead Company during the year 1925. (2) During the year 1923 the registrant purchased certain property in California known as Natoma Rice Mill, which was added to other property at or near the same location. All of the property was appraised ami new values were established about the time of the purchase. The fol lowing is a summary of the entries indicating the accounts affected: Laud ..................:................................................................................... $ 68,750.00 Buildings and equipment....................................................................... 221,071.63 Reserve for depreciation (old property) .......................................... 31,547.29 Buildings and equipment (old property) Purchase obligation ................................ Surplus (appreciation) ......................... $145,340.33 163,701.63 12,326.96 (3) All of the outstanding common and preferred stock of The National Barium Company was acquired by the registrant during February 1926 in exchange for 1,120 shares Prior Preference Stock of the registrant. Balance sheet of The National Barium Company at January 31, 1926, the approximate dale its capital stock was acquired by the registrant, indicated a net worth of $53,516.88 including a valuation of Ore l^ands and Leases in the amount of $60,000.00. At October 31, 1926 investment of the registrant in its affiliate was reduced $5,750.00 by a charge to surplus, the investment account then being equal to $106,250.00, which represents the preferred and common capital stock liability shown on the balance sheet of its affiliate. An amount equal to deficit of The National Barium Company at date of acquisition by the registrant, totalling $47,912.22, plus deferred organization expense and portion of operating loss for the year 1926 amounting to $10,988.54 was capitalized cm the books of the registrant under the caption of Ore Lands and Leases. GLD01*621 38 (4) '1 lie property of St. Louis Lilhopimo Company was acquired in 1920 and the following summary shows the values assigned to the property and the consideration therefor: Nu t As s e t s Ac q u ir e d Land .............. ........................................................................................... $ 13,550.00 Railroad siding ........................................................................................ 8,300.00 Buildings, and structures ............................................... 178,300.00 Machinery ami equipment.......................... 442,900.00 $643,050.00 Ore lands and leases ............................................................................... : Net current assets ...................... ............................................................ 275,362.98 31,939.39 To t a l Nu t As s et s --$950,352.37 Co n s id e r a t io n , Cash, including $56,375.00 paid to retire bonds of St. Louis Lithopone Company......... $106,375.00 Mortgage assumed ...................................... :....................................................................... 180,000.00 l Bonds of The California Zinc Company....................................... .......................... .......... 450,000.00* Net value of property conveyed ................ ..............................................-....................... 213,977.37 To t a l Co n s id e r a t io n --$950,352.37 (*) Those bond* were subsequently acquired by the registrant at a cost of $137,500.00 (5) The Oakland California property was purchased in 1926 by the registrant for the sum of $210,000.00 consisting of $20,000.00 in cash and assumption of mortgage bonds with a principal amount of $190,000.00. Registrant also expended the sum of $191,541.25 in construction of plant and purchase of equipment, making a total cost of $401,541.25. The properties were appraised as of August 15, 1926 at a sound value of $594,852.39 and the difference of $193,311.14 between the appraised value and the cost thereof, was credited lo unearned surplus on the books of regis trant.. Summary of the appraised values follows: : Land ..... ...............................................................................................................................$200,943.29 Buildings .............................................................................................................................. 79,181.67 Furnaces aud kilns ......................................................................................................... : 71,392.66 Machinery and equipment.................................................................................................... 237,262.13 Railroad siding ................................................................................................................... . 6,072.64 To t a l --$594,852.39 (6) Purchase of outstanding stock of Metals Refining Company (Indiana Corporation) as . at March 1, 1929 by giving in payment thereof 5,276 shares Prior Preference Stock of The Gliddeu Company at $105.00, 5,000 shares preferred stock of Metals Refining Company (Ohio `corporation) at $100.00 and cash. Land, buildings, machinery, etc. ....................... ........................................................ $ 447,594.14 Net current assets..................................................... 323,101.39 Sundry ........................................................................................................................... 550.00 Good will ...................................................................................................................... 500,000.00 Consideration: Stock; 5,276 shares GUddcn Prior Preference at $105.00.................... $553,980.00 5,000shares Metals Refining (Ohio) preferred at $100.00...... 500,000.00 Cash ................................................................................................... 195,754.77 Sundry ................................................................................................. 27,088.42 Dividends provided for .................................................................... 5,577.66* $1,271,245.53 $1,271,245.53 * Represents deductions GL DO 14622 39 (7) Assets acquired ami liabilites assumed in purchase of plAnt, inventory, etc., of Colgate Palmolive J'ect Company, at Portland, Oregon as of April 1, 1929: Land, buildings, machinery and equipment....... Less: Reserve for depreciation ................................ .....$142,095.72 To reduce to appraisal .................................. ..... 54,426.46 $241,261.17 87,669.26 $153,591.91 Net current and other assets ............................... Uneamcfl surplus ............................................... 205,806.64 35,000.00 19,426.46* * Represents deductions To t a l Ca s h Pa y me n t s --$374,972.09 Good will 111 $35,000.00 sot up in original entry then applied to appreciation of plant. Finally sol up as guild will, due to inventory being less than book carrying value. t8) As Ilf January 1, 1929, the net assets of Dunham Manufacturing Company were acquired through purchase of the entire capital stock of that company. The cash consideration was $381,tSOO.OO and the distribution of the cost of net assets thus acquired is shown below: Nr! current and oilier assets................................ .............................................. $m,155.22 Fixed assets: I .and and buildings-............................................................................ $ 3,25073 Machinery and equipment ................. ................................................ J6.357.54 19,60877 Good will .............. .................................................................................. 251,036.51 . To t a l --$381,800.00 (9) Net assets acquired from K. R. Durkce & Company as at July 1, 1929: Lind and Improvements ........................................ .......... Railroad siding .................................................................. Machinery and equipment (sound value)....................... .................. $419,928.69 Less furniture and fixtures, automobiles, . printing equipment, etc................................ .................. .................. 96,353.42 $ 267,379.13 2,238.60 725,584.03 $323,575.27 Arid realizable value of printing equipment...................... .................. 30,000.00 353,575.27 Furniture and fixtures (sound value)................................ Automobiles (reproductive value less depre ciation) .................... ..................................................... Net current assets.............................................................. 12,023.66 10,339.96 433,667.10 Pa y men t In Ca s k --$1,804,80775 (10) Purchase of all outstanding common * hares of Wisconsin Food Products Company and Wisconsin Food PrcKlucts Ohio Company as at March 1, 1929: Laud, buildings, machinery, etc. at appraised value ($4,692.56 appreciation credited to good will) .............................................. ...........-...................................... ............... $ 238,880,47 Net other assets ............................................................................................................ 86,244.48 Good will ....................................... -.............................................................................. 999,799.90 Trade marks ........... ..................................... -................................................. ........... 2.00 Ness: First mortgage hoods .......... First preferred stock .......... Second preferred stock ...... Common stock not delivered $1,324,926.85 .......$ 40,000.00 ....... 27,000.00 ....... 60,000.00 ....... 2,000,00 .. :129,OQQ.OO Ca s h Pa y me n t --$1,195,926.85 GLD014623 40 (11) During the year 1929 the registrant purchased certain assets and assumed certain lia bilities of Troco Company of Illinois located at Chicago, Illinois. The following is a summary of entries indicating the accounts affected : Laud ..................................................... Buildings and equipment................................... ................................... 456,025.33 Reserve for depreciation ................................. Current ami other assets .......................... ................................... 178,608.87 Current liabilities .................................. Good will ........................................................... ................................... 73,638.07 Cash .................................................................. $117,080.11 35,631.07 583,136.09 (12) The assets of Voo> Nut Oil Products, Inc. were acquired in 1929 at a cost of $789,408.63, which includes various incidental expenditures in addition to the sums paid directly for the property and a mortgage of $150,000.00 in cuuncelum therewith. The assets were set up on registrant's hooks at an amount of $15,865.70 in excess of cost and this amount was credited to unearned surplus. The following summary sets forth the assets acquired in this transaction: Current and other assets ..................................................................... Fixed assets: I wand ...................................................................................................$ 66,022.13 Buildings and improvements............ .............................................. 221,449.18 Machinery and equipment................................................................ 448,135,65 $ 53,324,62 735,606.96 Good will ............................................................................................... 16,342.81 To t a l As s et s --$805,274.39 Cash .....................................................................................................$789,408.63 Appreciation ........................................................................................ 15,865.76 To t al --$805,274.39 (13) Net assets of Portland Vegetable Oil Mills Company were acquired as of August 31, 1929 as set forth Iwlow, through acquisition of the capital stock of that Company: Net assets acquired exclusive of property and plant and assumption of liability on 5 year Gold Notes.................................................................................................. $322,743.25 Property, plant and equipment at sound values as determined by appraisal................. 471,756.75 $794,500.00 Less assumption of liability on Five Year Gold Notes................................................. 150,000.00 Rk c o r d f .d Ca s k Pu r c h a s e Pr ic e--$644,500.00 Commissions paid in connection with acquiring the at)ove investment amounted to $11,830.00, the chaigc therefor being made to good will. Certain minor adjustments not stated above were subsequently made relative to the above transaction. (14) The following values were established on the Van Camp properties in Louisville, Kentucky, as of date of purchase in 1933: Land .................... $25,000.00 Buildings ....................................................................................... 60,000,00 Machinery and equipment...................................................................... 30,000.00 $115,000.00 Patents and trade marks ................................................................... Inventory ......................................................................... Other items ........................................................................................... 500.00 165,648.04 11,970.95 To t al (Acquired for cash consideration)--$293,118.99 (b) If, since January 1, 1922, there have been restatements of Capital Stock, state the amounts of such restatements, and the contra entries. If, since January 1, 1922, there has been an original issue of Capital Stock any part of the proceeds of which was credited to surplus, state such amount. RESTATEMENTS OK CAPITAL STOCK (1) During 1924 and 1925 registrant exchanged new prior preference shares for the pre ferred shares theretofore outstanding at the rate of 1,16 new prior preference shares for 1 old GLD01*i 62<i 41 preferred share and the accrued dividends thereon. This exchange resulted in an increase in capital of $935,632.00, substantially all of which was charged against capital surplus. (2) Since January 1, 1922 the Company has reduced the total par or stated value of its outstanding shares bv purchases and/or retirements (exclusive of exchange of preferred shares for prior preference shares referred to above) as follows: Kind of Stock 1924 Preferred ........................... 1926 Prior Preference ............. 1927 Prior Preference ............ 1928 Prior Preference ............. 1931 Prior Preference ............ 1931 Common (24,669 shares) 1932 Common (20,557 shares) 1932 Prior Preference ............ 1934 Prior Preference ............ Pitaartc*ri valua ..$957,800.00 ... 167,700.00 ... 5,400.00 ... 244,200.00 ... 544,300.00 ... 123.345.00 .. 102,785.00 ... 400,000.00 .. 36,600.00 Cikoult*fi reteqairti $736,031.20 152,729.00 4,613.76 231,043.64 400,427.40 443,636.71 116,852.02 248,418.88 24,060.35 CuiryyllUacl cr'Ot $221,768.80 14,971.00 786.24 13,156.36 143,872.60 320,291.71* 14,067.02* 151,581.12 12,539.65 INVOLVING CREDITS TO SURPLUS (1) In 1925 registrant sold 77,045 shares of Common Stock for a net consideration of $1,409,492.90. The amount of $5.00 per share or a total of $385,225.00 was credited to capital and the balance of $1,024,267.90 was credited to capital surplus. (2) In 1928 registrant sold 100,000 shares of Common Stock for a net consideration of $2,250,000.00, of which die amount of $500,000,00 was credited to capital and the balance of $1,750,000.00 was credited to capital surplus. (3) Jn 1929 registrant sold 175,000 shares of Common Stock for a net consideration of $7,050,208.55, of which the amount of $875,000,00 - was credited to capital and the balance of $6,175,208.55 was credited to capital surplus. (4) In 1929 registrant issued 5,276 shares of Prior Preference Stock at a premium of $5.00 a share in connection with its acquisition of the outstanding stock of Metals Refining Company. The premium of $26,380.00 was credited to capital surplus. (5) lu 1935 registrant sold 103,881 shares of Common Stock for a net consideration of $2,148,630.08 of which the amount of $519,405.00 was credited to capital and the balance of $1,629,225.08 was credited to capital surplus. (6) In 1936 registrant sold 46,119 shares of Common Stock for a net consideration of $1,014,618.00 of which the amount of $230,595.00 was credited to capital and the balance of $784,023.00 was credited to capital surplus. (c) If since January 1922, any substantial amount or amounts of Bond Discount and Expense, on issues still outstanding, have been written off earlier than as required under any periodic amortization plan, give the following information: (a) name and maturity date; (b) date of such write-off; (c) amount written off; (d) to what account charged. As of November 1, 1931 the Hoard of Directors of registrant authorized the write-off of note and bond discount and cxjxmse in the amount of $130,052.90 against capital surplus. Had this amount been deferred to be w ritten off against income, it would have been applied as follows: Applicable prior to October 31, 1931................................................................................ .$ 6,506.05 Year ended October 31, 1932......................... -................................................................. 52,369.01 Year ended October 31, 1933............................................................................................ 36,622.76 Year ended October 31, 1934............................................................................................. 22,140.00 Year ended October 31, 1935................ 11,814.48 Five mouths ended March 31, 1936............................................................................. 291.72 Applicable subsequent to March 31, 1936............................. ..................................... . 308.88 There have been no other amounts of bond discount and expense on issues still outstanding written off earlier than as required under periodic amortization plan since January 1, 1922. 46. Give the names of any independent public or independent certified public accountants who have certified financial statements for the registrant since January 1, 1922. Ernst & Ernst, Certified Public Accountants of Cleveland, Ohio have certified financial statements for the registrant since January 1, 1922, GLD0I4625 f 42 47. Other Information. (1) Insurance. The registrant insures against loss or damage by fire and/or explosion in reputable insurance companies for the full value of its insurable assets (excluding laud, foundations, property of fire proof construction, etc.), considered at present to be approximately $10,700,000. Also, the regis trant insures against loss uf use and occupancy to the extent of approximately $3,280,000. In addition thereto,- the registrant insures similarly against loss or damage by fire and/or explosion for the full value of its insurable inventory, which currently is in excess of $9,600,000. The registrant has installed equipment for fire protection and exercises all possible precaution. ary measures to avoid tlic fire hazards inherent in its business. This registration statement comprises: (1) The application proper, containing pages numbered 1 to 46 consecutive. (2) The financial statements and schedules as enumerated in Certificate of Independent Public Accountants, page 1-F. (3) The following exhibits: A-J Copy of Amended Articles of Incorporation of the registrant. A-2, Amendment to Certificate of Reorganization of registrant filed in ofiicc of Secretary of Slate of Ohio on January 19, 1924, recorded in Volume 301, page 181 of Records of Incorporations, which contains terms and provisions of Prior Preference Stock, (Reference: File Number 2-1414, Exhibit A-l). A-3 Code of Regulations of the registrant. (Reference: File Number 2-1414, Exhibit A-2). H-l Copy of Indenture relating to the Five Year 5Gold Notes of the registrant.- (Ref erence: File Number 2-1414, Exhibit 11-1). 13-2 Copy of Supplemental Agreement pursuant to which the payment of the Five Year 5Yifo Gold Notes of the registrant was extended. (Reference: File Number 2-1414, Exhibit 13-2). H-3 Copy of Indenture securing the First Mortgage 6% Serial Ronds of The Chemical and Pigment Company, Inc. (Reference: File Number 2-1414, Exhibit 13-3). 13-4 Copy of Indenture securing the First Mortgage 6% Bonds of Wisconsin Food Products Ohio Company, (Reference: File Number 2-1414, Exhibit B-4). C Inapplicable. D Inapplicable. E Inapplicable. F Copy of underwriting contract between registrant and Hornblower & Weeks and Hayden, Miller & Co., dated March 31, 1936. F-l Copy of form nf letter dated April 10, 1936 addressed and delivered to registrant by each underwriter, other than Hornblower & Weeks and Hayden, Miller & Co. G Opinion of Counsel. H-l Specimen of Convertible Preferred Stock certificate. (100 shares). 11-2 Specimen of Convertible Preferred Stock certificate, (less than 100 shares), 11-3 Specimen of Common Stock certificate. (100 shares). 11-4 Specimen of Common Slock Certificate, (less than 100 shares). II-5 Specimen of Subscription Certificate. (full certificate). H-6 Specimen of Subscription Ccilificatc. (fractional certificate). 11-7 Specimen of Scrip Certificate f< r fractional shares of Common Stock. I-l Copy of contract with Commercial Pigments Corporation, dated August 23, 1929. (Ref erence: File Number 2-1414, Exhibit I-l). 1-2 Copy of contract with First Bnncvedit Corporation, dated February 9, 1935. (Reference: Kile Number 2-1414, Exhibit 1-2), 1-3 Copy of contract with First Rancredit Corporation, dated April 1, 1936. 1-4 Copy of license agreement with E. I. duPont de Nemours and Company, dated January 2, 1934. (Reference: File Number 2-1414, Exhibit 1-3). 1-5 Copy of contract with New Jersey Zinc Company, dated April 23, 1926. (Reference: 1 !, 43 J-6 Copy of supplemental contract with New Jersey Zinc Company, dated November 5, 1929. (Reference: File Number 2-1414, Exhibit 1-5). 1-7 Copy of contract with the General Electric Company, dated October 16, 1935, super seding contract effective February 15, 1934 attached as Exhibit 1-6 to Registration Statement Number 2-1414 which became effective June 21, 1935. 1-8 Copy of contract with Metal & Thermit Corporation, dated December 18, 1933. (Ref erence: File Number 2-1414, Exhibit 1-7). 1-9 Copy of contract with American Zirconium Corporation, dated February 6, 1934. 1-10 Copy of license contract between Durkee Famous Foods, Inc. and Epstein, Reynolds ami Harris, dated July 12, 1929. (Reference: File Number 2-1414, Exhibit 1-8). 1-11 Copy of contract with Wood Process Comjmny, Inc., dated February 20, 1934. (Ref erence: File Number 2-1414, Exhibit 1-9). 1-12 Copy of contract between Durkee Famous Foods, Inc. and The Proctor & Gamble Company, dated April 18, 1935. (Reference: File Number 2-1414, Exhibit 1-12). 1-13 Copy of contract between Titanium Pigment Company, Inc. and American Zirconium Coiporation, dated May 6', 1935. 1-14 Copy of contract between Titanium Pigment Company, Inc., American Zirconium Cor poration, Metal & 't hermit Corporation and the registrant, dated May 6, 1935. 1-15 Copy of contract between National Lead Company, Titanium Pigment Company, Inc., Metal & Thermit Comporatkm, American Zirconium Corporation and the registrant, dated May 6, 1935. 1-16 Copy of contract between Krebs Pigment & Color Corporation and American Zirco nium Corporation, dated January 1, 1935. 1-17 Copy of contract between the registrant, Hansa Muchlc G.m.b.H. and Hanseatische Muchlemvcrkc Aktiengcscllschaft, Aarhus Oliefabrik, 'American Lecithin Corporation, ArcherDanicls-Midland Company and Ross & Rowe, It:c., dated December 5, 1934. 1-18 Copy of contract with American Lecithin Company, dated May 31, 1935. 1-19 Copy of contract with Old Fort Mills, Inc;, dated October 21, 1935. ...... - 1-20 Copy of contract between Old Fort Mills, Inc., P. Turner, G. A. Holland, II. A. Donithen, the registrant, and Central United National Rank of Cleveland, Ohio, dated December 26, 1935. 1-21 Copy of contract between registrant, Southern Pine Chemical Company, W. B. Gillican, Charles Gillican and Nelio Resin Corporation, dated December 7, 1934. (Reference: File Number . 2-1414, Exhibit 1-10). 1-22 Copy of contract between Wood Process Company, Inc., McGarvey Cline and NelioRcsin Corporation, dated January 12, 1933. 1-23 Copy of contract with Wood Process Company, Inc., dated January 27, 1936. J-24 tope of contract of indemnity dated May 1, 1935 by registrant in favor of Ernst & Ernst (Reference: File Number 2-1414, Exhibit 1-11). J None, except such contracts filed herewith as Exhibits 1-1 to 1-24, inclusive. K Copy of Section S623-35 of the Ohio General Code. Note: An Amended Registration Statement filed by the registrant and effective June 21, 1935, File Number 2-1414, includes exhibits which are also necessary for this registration. The registrant hereby incorporates such informa tion by reference, in accordance with the rules of the Securities and Exchange Commission. The exhibits which are being incorporated by icfercncc are indicated in parentheses Following each item so treated. Note: Exhibits I\ f-3, 1-9, 1-13. f-14, 1-15, 1-16, 1-17, 1-18, 1-19, 1-20, 1-22 and 1-23 were submitted with registrant's original Registration Slnifnient, File No. 2-2097, filed with the Securities and Exchange Commission on April 11, 1930. Exhibits A-l, F-l, (J, H-l to 7 inclusive, and K are filed with this Amended Registration Statement. (4) The prospectus, as amended, dated May 6, 1936, consisting of To be furnished hy amendment hereof. pages. G(-0i46?7 44 SIGNATURES (a) Of the Issuer. In pursuance of the requirements of the Securities Act of 1933, the registrant, The Glidden Company, a corporation organized and existing under the laws of the State of Ohio, has duly caused this Amended Registration Statement No. 2-2097 to be signed in its behalf by the under signed, thereunto duly authorized, mid its sea! to be hereunto affixed and attested, all in the City of Cleveland and Slate of Ohio on the 24th day of April, 1936. (SEAL) Attest; THE GLIDDEN COMPANY, By K. H. Ho k s b u r g h R. H. Horsburgh Senior Vice President and Treasurer, Cl if t o n M. Ko l b Clifton M. Kolb Secretary. (b) Of the Principal Executive Officer or Officers, the Principal Financial Officer and the Comptroller or Principal Accounting Officer; In pursuance of the Securities Act of 1933, the undersigned have signed the within Amended Registration Statement No. 2-2097 on the respective dates set beside their names. (i) Principal executive officer or officers; Adrian D. Joyce, President By R. H. Ho r s bu r g h Attorney-in-fact (ii) Principal financial officer: April 24, 1936 R. H. Ho k s h u h g h R. II. Horsburgh Senior V. P. & Trcas. (iii) Comptroller or principal accounting officer: April 24, 1936 K. H. JIokSituKGH R. H. Horsburgh Senior V. P. & Treas. April 24, 1936 GL0014628 45 (c) Of the Directors: In pursuance of the Securities Act of 1933, the undersigned have signed the within Amended Registration Statement No. 2 2097 on the respective dates set beside their names. Adrian D. Joyce liy K. H. HoKSitfKCH Attorney-in-fact April 24, 1936 R. M. Ho r s iii.u u u i R. II. Horsburgh April 24, 1936 -' R. W. I.k v k n 11 \<,i n R. W. Levenhagen April 24, 1936 W. J. O'Br ie n W. J. O'Brien April 24, 1936 1*. K Si-k ag l i: P. K. Sprague ' April 24, 1936 (A majority of the Board of Directors.) Gl- DO 14629 I 46 CONSENT OF EXPERT We, F.rnst & Ernst, certified public accountants, 1356 Union Trust Building, Cleveland, Ohio, who have issued the accountants' certificate appearing with the financial statements included herein and comprising a part of this Amended Registration Statement, hereby give our written consent to the use of our name therein as required by Section 7 of the Securities Act of 1933, as amended. April 24, 1936 Cleveland, Ohio. The partners of Ernst & Ernst, Cleveland, A. C. Ernst L. W. Blyth F. H. Figsby H. C. Royal F. M. Williams L. C. Weiss H. Tippit Ernst & Ernst, Certified Public Accountants. By H. Tippit, A Partner. Cleveland, Ohio Cleveland, Ohio New York, N. Y, Cleveland, Ohio Cleveland, Ohio Cleveland, Ohio Cleveland, Ohio Gl DO 14 63 UP AMENDED CERTIFICATE OF INDEPENDENT PUBLIC ACCOUNTANTS The Glidden Company, Cleveland, Ohio. We have made an examination of the balance sheet of The Glidden Company as at October 31, 1935 and of its profit and loss statement for the year ended at that date; also of the consolidated balance sheet of that Corporation and its fully owned subsidiaries (exclusive of California Mining Companies) as of the same date and of the consolidated profit and loss statement for the period of three years ended at that date. In connection therewith wc examined or tested accounting records of the Companies and other supporting evidence and obtained information and explanations from officers and employees of the Companies; wc also made a general review of the accounting methods and of the operat ing and income accounts for the periods under review, but we did not make a detailed audit of the trans actions. In addition to the balance sheets and statements of profit and loss referred to, we have examined the following supporting schedules which are included herein: The Glidden Company and consolidated subsidiaries: Schedule i Investment in securities of affiliates Schedule n Property, plant and equipment Schedule IIA Reserve for revaluation of fixed assets Schedule III Reserves for depreciation, de pletion and amortization Schedule IV Intangible assets Schedule VI Reserves Schedule VII Surplus accounts Schedule VIII Supplementary profit and loss information Schedule IX Income from dividends Schedule X Funded debt of registrant and its subsidiaries--consolidated Schedule XII Indebtedness of affiliates The Glidden Company: Schedule i Investment in securities of affiliates Schedule a Property, plant and equipment Schedule IIA Reserve for revaluation of fixed assets Schedule III Reserves for depreciation, de pletion and amortization Schedule IV Intangible assets Schedule VI Reserves Schedule VII Surplus accounts Schedule VIII Supplementary profit and loss information Schedule IX Income from dividends Schedule XII Indebtedness of affiliates' Wc have also reviewed the answers to items 9A and 10A in the registration statement proper, as of October 31, 1935. Consolidated balance sheet as of March 31, 1936 and consolidated profit and loss and surplus state ments for the five months ended at that date together with supporting schedules are included in this registration statement without audit or certification by us. Reference is made to footnotes accompanying the various statements particularly to the notes relating to charges against capital surplus in 1932 and to the effect of such charges on the balances in capital surplus and profit and loss-surplus as of the date of the balance sheets. It will be noted that such charges consisted of: (1) amounts aggregating $2,275,448.88 arising from revaluation of properties; (2) equipment scrapped and demolished in the amount of $50,988.93; (3) note and bond discount and expense amounting to $130,052.90: (4) provision of $198,491.75 for contingent reserve; and (5) de velopment accounts in the amount of $33,251.44 written off. In our opinion such charges were properly made in accordance with authorizations of the Board of Directors and in accordance with good accounting practice except that it would have l>ccn preferable to have made such charges against earned surplus to the extent of $412,785.02 which includes all of items (2), (3), (4) and (5). If said amount of $412,785.02 had been charged to earned surplus instead of capital surplus the amounts of such surplus accounts would have been $4,945,457.82 and $10,282,961.74 respectively in the consolidated balance sheet and $4,106,001.09 and $10,282,961.74 respectively in the balance sheet of The Glidden Company, both as of October 31, 1935. The Glidden Company is incorporated under the laws of the State of Ohio. In our opinion, based upon our examination, the accompanying balance sheets and profit and loss statements, together with the supporting schedules above referred to, and the related footnotes, fairly present the position of the Companies at October 31, 1935, and the results of their operations for the periods indicated (excluding the period of five months ended March 31, 1936 which has not been audited by us), in accordance with accepted principles of accounting consistently maintained by the Companies during the periods under review. Further, it is our opinion that the answers to items 9A and 10A in the registration statement correctly set forth the information required thereunder as of October 31, 1935. Cleveland, Ohio April 24, 1936 Er n s t & Er n s t Certified Public Accountants GlDO 14 631 2-f ; CONSOLIDATED BALANCE SHEET* THE GLIDDEN COMPANY AND SUBSIDIARIES As of the close of business Octcbcr 31. 1935 CURRENT ASSISTS . Cash on hand and demand deposit............... Notes and acceptances receivable (trade). Accounts receivable (trade) ....................... $ 1,030,969.19 $ 100,605.92 4,041,819.20 $ 4,142,425.12 Less rcser\c for doubtful, etc. (Schedule VI)....................................... 193,y$5.18 3,948.469.94 Inventories (valuation based on the lower of cost or market' estimated inter-company profit eliminated) : Raw materials aivd supplies................................................................... In process and finished merchandise................................................... $ 4.089,722.23 5,168,853.80 9,258,576.03 Other current assets: Miscellaneous current accounts and vendors debit balances............. ` 149,799.59 $14,387,814.75 In v e s t me n t s in Su &s id ia k v a n d Af f il ia t e d Co mp a n ie s --at less than cost `California Mining Companies: Capital stock--fully owned (Schedule I)........................ .................... $ 15,000.00 Honds--principal amount $500,000.00 (Schedule l) .......................... 187,500.00 Advances'(Schedule XII)................ _..................................................... 826,901.97 $ 1,029,401.97 Other affiliated companies: Capital stock (Schedule I)..... ............................................................... $ 483.200.00 Advances (Schedule XII)....................................................................... 545,920.79 1,029,120.79 Ot h e r As s e t s Insurance claims collected in December 1935...................................... Cash surrender value of life insurance.................................................... Claims against closed banks................. ........................................................ Less reserve (Schedule VI)...................................... ................................ $ $ 152,888.12 75,012.50 707,241.85 334,14875. 77,875.62 2,058,52276 Miscellaneous notes and accounts, salesmens advances, etc................ Sundry investment* (Note A)................................................................... 65,469.91 . 59,16270 Fix e d As s et s (Note B) Land, buildings, machinery* equipment, etc., on basis of cost or appraisal value (Schedule II)................................................................. Less reserve lor revaluation as determined by the Board of Directors (Schedule II-A) ................................................................... $19,869,118.64 3.718.909.53 $16,150,209.111 1,243,898.83 Less reserves for depreciation and depletion (Schedule III)........... . 5,254,088.54 10,896,120.57 In t an c .(u l f .s (Schedule IV) (Note C) Good Will ....................................................................................................... Patents and trade marks.............................................................................. Rights to manufacture, secret processes, formulas, etc........................ DEFERRED Inventory of advertising stock, stationery, unexpired insurance premiums, prepaid taxes, etc.................................................................... Special new products development............................................................. Reorganization expenses (Note C)-........................................................... Commission on sale of preferred stock (Note C)....................... .......... UnanKjrtized note issue expense................. ................. ....................... ..... $ 2,492,007.93 233,173.18 70,327.98 2,795,509.09 $ 383,616.11 95,570.71 205,521.09 160,400,00 10,368.81 855,47872 $32,237,344.72 ** This balance sheet includes the assets and liabilities of The GHddeti Company and its fully owned subsidiaries, with the exception of California Mining Companies. It lias not been the practice to consolidate the latter in annual re ports to stockholders. Principles of consolidation: Estimated iutcr-conipany profits have been eliminated from inventories. Investments in consolidated subsidiaries arc carried on the books of the parent Company at equity in net assets as shown by the books of such subsidiaries, and represent value as recorded at date of acquisition together with accumulated earnings and losses since that date, with the exception of investment in The Glidden Company, Ltd,, as to winch the difference of $839,45673 between investment as shown by registrant's books and the equity in net assets as shown by the subsidiary company's Iwiks represents undistributed accumulated net earnings of the subsidiary since date of acquisition. GL DO 632 I I 1 3*F CONSOLIDATED BALANCE SHEET* THE GLIDDEN COMPANY AND SUBSIDIARIES As of the close of business October 31, 1935 UAllim'11'.S, CAPITAL STOCK AND SURPLUS Cu r r e n t Notes payable--banks ............................................................... -.............. Accounts payable--trade, etc....................................................................... Processing taxes--federal ............................................................................ Unpaid wages and commissions ............................................................ Accrued liabilities: Taxes, including; federal income.................................................... ........ Interest .................................................................. ...........................-........ Royalties, water rent, etc............................................-........................... Insurance ................................. ..................................... -..............--....... $ 1,000,000.00 792,679.33 314,376.95 172,742.48 588,040.65 75,544.17 54,322.54 36,467.02 754,374.38 Other current liabilities: Five year 5!4% gold notes, due |uue 1, 1935, extended to June 1, 1939 after October 31, 1935 ............ .............................................. First mortgage 6% gold bonds of subsidiary company, less $2,000.00 held in treasury.................................................... ............... 3,000.00 33,000.00 36,000.00 $ 3,070.173.14 Lo n g Tk k m 1)k u t (Schedule X) Five year 5Vtr'r gold notes due June 1, 19.39........................................ . First mortgage 6% gold bonds of subsidiary companies, less $10,800.00 held in treasury...................................................................... DKKFRRED Unapplied portion of insurance settlements (Note J) ....................... $ 3,259,000.00 64,200.00 3,323,200.00 210,349.00 Kis k u v e (Schedule VI) For contingencies (including amount of $67,912.46 provided from capital surplus in 1932)................................................................ 135,798.02 Ca p it a i. St o c k a n d Su r ix u s Ca p it al St o c k (see item 10A of registration statement as to details) Pr io r Pk k k k k e n c k --7% Cu w u i.a t iv f . ($100 par value--redeem able at $105 a share and accrued dividends) Authorized 75,000 shares .................................................................. $ 7,500,000.00 Less unissued and redeemed 103XK) shares........................................ 1,000,000.00 Outstanding 65,000 shares ................................................................. Co mmo n --Wit h o u t Pa r Va i.u i-: Authorized 800,(XK) shares Outstanding 753,881 shares Reserved (Note D) : For sale to officers and employees 46,000 shares For sale to others 119 shares Stated capital at $5.00 a share ............................................................ $ 6,500,000.00 3,769,405.00 Su r pl u s (Schedule VII) (Note K) Capital ............... ........................................ Profit and loss ................ .................... $ 9.870.176.72 5,358,242.84 15,228,419.56 25,497,824.56 $32,237,344.72 Investments in non-cuusolidaled subsidiaries consist of: (a) Investments in California Mining Companies, whose assets consist almost entirely of projierties not being oper ator!. These investments are stated herein at less than cost, which carrying value, on the basis of unaudited bal ance sheets, was $115,609.70 less than the book value of the net assets of those companies. Unaudited statements of these companies show accumulated losses of $1,057,297.86 from dale of acquisition to October 31, 1935, exclusive of depreciation uu appreciation and unpaid interest on bonds held by registrant, which interest has not been taken as income by registrant. Against these accumulated losses, registrant has provided, in prior years, the turn of $581,671.76 out of surplus ami contingency reserve and has a credit of $312,500.00 arising from its reacquisition of $450,000.00 face value of Umds of The California Zinc Company at a cost of $137,500.00. The operation of the mining pro]>crties of the California Mining Companies was discontinued in 1927 and the value of the invest ments is indeterminable at this time. (b) 50% interest to April 30, 1935 and a 45% interest subsequent thereto in outstanding common stock and 100% interest in preferred stock of a company, the unaudited statement of which shows an accumulated deficit of $81,730.63 ($38,599.77 applicable to investment of registrant since date of acquisition) at October 31, 1935. (c) Approximately 54% of common stock of a company, at cost, which was $31,638.75 in excess of the equity in that company's net assets at October 31, 1935, such amount representing equity in. accumulated losses since date of acquisition. No separate statements are included herein for the aforementioned subsidiaries not consolidated as it is believed that the aggregate investments represented therein arc not significant in respect of (1) the assets they represent, and (2) the sales or operating levcitucs of such noil-consolidated subsidiaries. This balance sheet is subject to the notes on the following page. GLD014633 4-F NOTES TO CONSOLIDATED BALANCE SHEET THE GLIDDEN COMPANY AND SUBSIDIARIES October 31, 1935. (Note A) Sundry investments are included at cost or less. Securities carried at a cost of $33,170.00 had a quoted market value of $31,610.00 at October 31, 1935. U. S. Government securities included therein, at a cost of $15,000.00 were deposited with a bank in connection with workmens' compensation insurance requirements. (Note It) The fixed assets are stated on the basis of cost or appraised values less reserves provided for revaluation, depreciation and depletion. The remaining portion of unrealized appreciation included in the gross value cf these assets is offset by a portion of the revaluation reserve and that reserve was also provided to reduce the cost value of certain assets to estimated basis of values prevailing during the year 1932 as determined by the Board of Directors. The cost of fixed assets consists principally of cash expenditures, although certain pro perties were acquired partly for stock. The net value of the fixed assets is not intended to represent the present value of the properties. (Note C) Good will, patents, trade marks and other items classified as intangibles are stated at values as signed thereto as of dates of acquisition for cash or caoital stock of the registrant, less small amounts amor tized. Ot the items represented under this classification the net amount of $97,193.35 is being amortized. No amor tization has been provided against reorganization expen .es and commissions on sale of preferred stock classi fied as deferred. (Note D) During the year ended October 31, 1935 the registrant entered into an underwriting agreement for the sale of 104,000 shares of its common stock, of which 103,881 shares were sold, principally to share holders, at $22.00 each and the remaining 119 shares have been reserved for issuance. Of the proceeds real ized. the amount of $5.00 a share was credited to stated capital and the remainder to capital surplus, after de ducting therefrom underwriting fees and commissions and expenses in connection with the issue. The corporate minutes record an authorization for the issuance of 46,000 additional common shares to officers and key employees at a price of $22.00 a share. No allocation of these shares had been made at October 31, 1935. (Note E) As of November 1, 1931, the Board of Directors of the registrant authorized the following charges against capital surplus: Revaluation of properties ............................................................................................................. $2,275,448.88 Equipment scrapped and demolished ........................................................................................ 50,988.93* Note and bond discount and expense ........... ............................................................................ 130,052.90* Provision for contingent reserve ................................................................................................. 198,491.75* Development expenses written off ............................. ............................................................... 33,251.44* $2,688,233.90 If the ahove items indicated (*) had been charged against profit and loss-surplus instead of capital surplus, the respective amounts of such surplus accounts would be $4,945,457.82 and $10,282,961.74 as of the date of this balance sheet. (Note F) Registrant was reported as having letters of credit outstanding in the amount of $976,957.48 and it was contingently liable for subscriptions to capital stock of other corporations in the amount of $199,600.00. (Note G) Officials of the registrant have expressed the opinion that pending lawsuits are of minor im portance and that the registrant and subsidiaries will have no material losses in connection therewith. (Note H) The assets and liabilities of the registrant's Canadian suhsidiarv are included herein on a dollar for dollar hacir (Note I) 1 he Icderal income tax returns of the registrant have been verified through the year ended October 31, 1931 and there a-e at persent no unpaid assessments and no additional assessments are anticipated; the Treasury Department is now investigating the depreciation policy of the registrant as affecting its income tax returns for 1932 and subsequent years, but registrant does not expect that any material adjustments of tax liability will result trom such investigation. (Note J) The unapplied portion of insurance settlements is considered as an adequate reserve for all damage claims and other liabilities resulting from explosion at the Chicago plant. GLD01A63A I 5-F CONSOLIDATED BALANCE SHEET* THE GLIDDEN COMPANY AND SUBSIDIARY As of the close of business March 31, 1936 ASSETS CYr u k n t Cash on hand and demand deposit ................................... Kotos and acceptances receivable (trade) .................................. Accounts receivable (trade) ........................................................... Less reserve for doubtful, etc. (Schedule VI) .......................... Inventories (valuation based or. the lower of cost or marketestimated inter-company profit eliminated) : Raw materials and supplies .................................................... In process and finished merchandise....................................... $ 1,365,756.83 $ 90,111.83 4,029,473.87 $ 4,119,585.70 206,483.71 3,913,101.99 $ 4,568,244.09 6,656,267.58 11,224,511.67 Other current assets: Miscellaneous current accounts .......................................................... 98,123.62 $16,601,494.11 In v e s t me n t s in Su b s id ia r y a n d Af f il ia t e d Co mp a n ie s --at less than cost California Milling Companies: Capital stock--fully owned (Schedule I) ...................................... $ 15,000.00 Ronds--principal amount $500,000.00 (Schedule I) ....................... 187,500.00 Advances (Schedule XII) .................................................................... 835,227.02 $ 1,037,727.02 Other affiliated company: Capital stock (Schedule I) .................................................................. $ Advances (Schedule XII) ..................... ......... ..................................... 423,200.00 369,313.47 792,513.47 1,830,240.49 Ot h e r As s et s Cash surrender value of life insurance .................................................. Claims against closed banks ...................................................................... Less reserve (Schedule VI) ...................................................................... 5 $ 149,496.05 75,012.50 354,106.75 74,483.55 Miscellaneous notes and accounts, salesmen's advances, etc.............. Sundry investments (Note A) ............................................................... 77,597.88 145,244.00 Fix e d As s f .t s (Note B) Land, buildings, machinery, equipment, etc., on basis of cost or appraisal value (Schedule II) ............................................................ Less reserve tor revaluation as determined by the Board of Directors (Schedule 11 - A) .............................................................. $20,391,504.05 3,717,362.13 $16,674,141.92 Less reserves for depreciation and depletion (Schedule III) 5,465,039.73 In t a n g ib l e s (Schedule IV) (Note C) Good Will .............................................................................. Patents and trade marks......................................................... Rights to 'manufacture, secret processes, formulas, etc. $ 2,492,007.93 231,407.51 79,590.33 651,432.18 11,209,102.19 2,803,005.77 De f e r r f .d Inventory of advertising stock, stationery, unexpired insurance premiums, prepaid taxes, etc............................................................... Special new products development ....................................................... Unantortized note issue expense ......................................................... $ 399,024.31 108,979.74 9,396.13 517,400.18 i $33,612,674.92 * This balance sheet includes the assets and liabilities of The Glidden Company and its fully owned sub sidiary. The Glidden Company, I.td. It has not been the practice to consolidate the California Mining Companies in annual reports to stockholders. . Principles of consolidation: Estimated inter-company profits have been eliminated from inventories. The difference of $837,384.65 between the control account as shown by registrant's books and the net assets as shown by the books of the consolidated subsidiary, The Glidden Company, Ltd., represents undistri buted accumulated net earnings of that subsidiary since date of acquisition. GLOO 14635 6-F CONSOLIDATED BALANCE SHEET* THE GLIDDEN COMPANY AND SUBSIDIARY As of the close of business March 31, 1936 LlAltIUTIHS, CAIMTAL STOCK AND SURPLUS Cu r r e n t Notes payablc--bauks ..................... Accounts payable--trade, etc......... Processing taxes--federal ....... Unpaid wages aivd commissions ... Accrued liabilities: Taxes, including federal income Interest ............................................ Royalties, water rent, etc.......... Insurance .................. $ 2.325,000.00 792,134.27 316,224.13 155,191.45 $ 605,606.68 61,712.34 58,594.69 34,698.09 760,611.80 Ollier current liabilities: First Mortgage 67r gold bonds assumed in liquidation of subsidiary companies (see item 9-A of registration state* meat as to details) (Scitcdulc X) : Maturing April 15, 1936, less $2,000.00 held in treasury .... Called for redemption May 1, 1936 and August 15, 1936, less $10,800.00 held in ttcasury ....... ....................................... $ 33,000.00 64,200.00 97,200.00 $ 4,446,361.65 Lo n g Ter m Dk.u t (see item 9*A of registration statement as to details) (Schedule X) Five year 5% gold notes due June 1, 1939 ........................................ OiLFERRED Unapplied portion of insurance settlements (Note J) ....................... Res er v e (Schedule VI) For contingencies ......................................................................................... Ca j 'It a l St o c k a n d Su r i'i.iis OriTAi St u c k (see item 10-A of registration statement as to details) I*uioR RnEvv.k&NtE--1% Cu mu l a t iv e ($100 par value -redeem able at $105 a share and accrued dividends) Authorized 75,000 shares ................................................................ Less unissued and redeemed 10,000 shares ............................... $ 7,500,000.00 1,000,000.00 Outstanding 65,000 shares ............................................................... Co mmo n - Wit h o u t Pa r Va i.u k (Note D) Authorized and outstanding 800,000 shares Stated capital at $5.00 a share ......................................................... $ 6,500,000.00 4,000,000.00 Suwi.u.b (Schedule VII) (Note K) Capital ........................................................................................................ $10,356,191.09 Profit and toss ......................................................................................... 4,928,050.40 15,284,241.49 3,262,000.00 52,186.22 67,885.56 25,784,241.49 $33,612,674.92 Investments in non-consolidated subsidiaries consist of; (a) Investments in California Mining Companies, whose assets consist almost entirely of properties not being oper*atcd. These investments arc stated herein at less than cost, which carrying value was $96,785.90 less than the buok value of the net assets of those companies. Statements ol these companies show accumulated losses of $1,076,121.66 from date of acquisition to March 31, 1936, exclusive of depreciation on appreciation and unpaid interest on bonds held by registrant, which interest has not been taken as income by registrant. Against these accumulated losses, registrant has provided, in prior years, the sum of $581,671.76 out of sur plus and contingency reserve and luis a credit of $312,500.00 arising from its rcaequisition of $450,000.00 face value of bonds of 't he California Zinc Company at a cost of $137,500.00. The operation of the mining properties of the California Mining Companies was discontinued in 1927 and the value of the investments is indeterminable at this time. (b) 5U% interest to April 30, 1935 and a 45% interest subsequent thereto iu outstanding common stock and 100% interest in preferred stock of a company, the statement of which shows ail accumulated deficit of $63,174.90 ($3u,249.69 applicable to investment of registrant since date of acquisition) at March 31, 1936. No separate statements are included herein for the aforementioned subsidiaries not consolidated as it is believed that the aggregate investments represented therein are not significant in respect of (1) the assets they represent, and (2) the sales or operating revenues of such non-consoliduted subsidiaries. This balance sheet has not been audited and is subject to the notes on the following page, GL0014636 k 7-F NOTES TO CONSOLIDATED BALANCE SHEET THE GLIDDEN COMPANY AND SUBSIDIARY March 31, 1936 (N'olc A) Sundry investments are included at cost o: less. Securities carried at a cost of $118,850.00 had a (|iioted market value of $43,490.00 at March 31, 1936. U. S. Government securities included therein, at a cost of $15.00000 were deposited with a hank in connection with workmen's compensation insurance requirements. (Koto It) The fixed assets are stated on the basis oi cost or appraised values less reserves provided for revaluation, depreciation and depletion. The remaining portion of unrealized appreciation included in the gross value of these assets is offset by a portion of the revaluation reserve and that reserve was also provided to reduce the cost value of certain assets to estimated basis of values prevailing during the year 1932 as determined by the Board of Directors. The cost of fixed assets consists principally of cash expenditures, although certain properties were acquired partly for stock. The net value of the fixed assets is not intended to represent the present value of the properties. (Note C) flood will, patents, trade marks and other items classified as intangibles are stated at values as signed thereto as of dates of acquisition for cash or capital stock of the registrant less small amounts amortized. Of the items represented under this classification the net amount of $94,690.03 is being amortized. (Note D) During the five months ended March 31, 1936 the registrant sold 46,000 shares of common stock to officers and key employees and 119 shares of common stock to others. Of the proceeds realized, an amount equal to $5.00 a share was credited to stated capital and the remainder to capital surplus. (Note E) As of November 1, 1931, the Board of Directors of the registrant authorized the following charges against capital surplus: Revaluation of properties ...................................................................................................................$2,275,448.88 Equipment scrapped and demolished ............................................................................................... 50,988.93* Note and bond discount and expense ....-............. .......................................................................... 130,052.90* Provision for contingent reserve ..................................................................................................... 198,491.75* Development expenses written off ............................................... ................................................... 33,251.44* $2,688,233.90 As of March 31, 1936, $67,912.46, representing the amount of the above provision remaining in reserve for con tingencies at that date, was restored to capital surplus. If the above items indicated (*), less the amount restored to capital surplus at March 31, 1936 had been charged against profit and loss-surplus instead of capital surplus, the respective amounts of such surplus accounts would be $4,583,177.84 and $10,701,063.65 as of the date of this balance sheet. (Note K) Registrant was reported as having letters of credit outstanding in the amount of $826,193.51 and it was contingently liable for subscriptions to capital stock of other corporations in the amount of $196,000.00. (Note G) Officials of the registrant have expressed the opinion that pending lawsuits are of minor importance and that the registrant and subsidiary will have no material losses in connection therewith. (Note H) The assets and liabilities of the registrant's Canadian subsidiary are included herein on a dollar for dollar basis. (Note I) The federal income tax returns of the registrant have been verified through the year 1931 and there arc at present no unpaid assessments nor are additional assessments anticipated; the Treasury Department is now investigating the depreciation policy of the registrant as affecting its income tax returns for 1932 and subsequent years, but registrant does not expect that any material adjustments of tax liability will result from such investigation. (Note J) The unapplied portion of insurance settlements is considered as an adequate reserve for all damage claims and other liabilities resulting from explosion at the Chicago plant (Note K) On March 31, 1936 the registrant transferred the amount of $513,726.00 to Chase National Bank of New York for payment of April 1st dividends of $1.75 a share on preferred stock and $0.50 a share on common stock. Such cash and the dividend liability have been eliminated from this balance sheet. GL DO 14637 8-K 5* nss; o3 w O' rfOo 3:3 O fM VV s NO--' ** ) VO a apjj.Kj . S SsSS rQo\ to srscjT-irsf ro CM* </> SIS 2 ^~TT o t-x <vi 1 vo < to RR IRS 1 IS S^Tggttg 8 fg to < o' a5 Ncsf VO VO V> to S8 sstlstg WO *t>so.50H4 V* VO v> CONSOLIDATED P R O FIT AN D LOSS STATEM EN T 9-F NOTES TO CONSOLIDATED PROFIT AND LOSS STATEMENT THE GLIDDEN COMPANY AND SUBSIDIARIES For the period of three years and five months ended March 31, 1936. (Note A) No provision has been made in the foregoing statement for: (1) loss of fully owned non-operated California Mining Companies as follows: Year ended Leas* before depredation October 31, 1933 ...................................................................... $17,521.22 Depreciation (exclusive of amounts applicable te appreciation) $47,901.49 Mot iota* $65,422.71 Year ended October 31, 1934 ................................. ..................................... 12,844.67 32,578.13 45,422.80 Year ended October 31, 1935 ................................. ............... ..................... 11,351.83 34,362.88 45,714.71 !;ive months ended March 31, 1936 .................................... ................................. 7,195.20 11,628.60 18,823.80 These losses do not include interest accruals on outstanding bonds, which have been provided for on the books of The California Zinc Company on the basis of $30,000.00 per year (654 on $500,000.00) without provision for additional interest on the interest .in default. The registrant owns all of these bonds and does hot include interest thereon in its income. (2) portion of profit or loss* applicable to registrant's interest in common stock of other affiliated companies as follows: Year ended October 31, 1933.............................................................................................................$ 1,155.76* Year ended October 31, 1934............................. ............................................................................... 16,826.01* Year ended October 31, 1935............................................................................................................. 52,256.75* Five months ended March 31, 1936................................................................................................ 8,350.08 i Note B) Discount and expense on notes and bonds of the companies were charged to capital surplus as of November 1, 1931 as authorized by the Board of Directors. If these items had been amortized on the basis of money in use, the amounts of $36,622.76, $22,140.00, and $11,814,48 would have been charged against income for the years ended October 31, 1933, 1934 and 1935, respectively. (Note C) Amortization on patents and rights is included in the above statement in the amount of $1,924.45 on a gross value of $48,239.40 for the year ended October 31, 1934, $7,207.60 on a gross value of $106,325.40 for the year ended October 31, 1935, and $3,128.82 on a gross value of $106,950.90 for the five months ended March 31, 1936. No amortization is provided, either in the profit and loss statement or surplus, for other in tangibles. Reorganization expenses and commissions on sale of preferred stock have been charged off to capital surplus as of -March 31, 1936 ' (Note D) Depreciation claimed for federal income tax purposes exceeded the provisions charged against income in this statement by the respective amounts of $82,709.98, $77,797.29 and $75,773.47 for the fiscal years ended October 31. 1933. 1934 and 19.35, and it is expected that depreciation to be claimed for federal income tax purposes for the five months ended March 31, 1936 will exceed the provision charged against income in this statement, such excess being due to depreciation claimed on costs written off or credited to revaluation reserve as of November 1, 1931. (Note F.) Special new products development amounting to $34,035.65, $61,535.06 and $13,409.03 for the fiscal years ended October 31, 1934 and 1935, and the five months ended March 31, 1936, respectively, is de ferred in the accompanying balance sheet but was treated as expense for the purpose of computing estimated federal income tax liability for the respective periods. (Note F) Charges aggregating $91,138.53 (1933--$63,577.35, 1934--$27,561.18) have been made against the portion of reserve (or contingencies which was provided out of capital surplus as of November 1, 1931, such charges consisting principally of litigation expenditures, plant adjustments, etc. (N.itc G) It is the practice of the Companies to reflect miner items of this nature through profit and loss or reserve accounts rather than directly through surplus. (Note H) It has been the registrant's practice since November 1, 1931 to include discount on gold notes purchased in income rather than direct credits to surplus although such items were credited directly to surplus prior to the date mentioned. (Note 1) The operating accounts of the registrant's Canadian subsidiary are included herein on a dollar ior dollar basis. GLDO1^639 888 8 'as eq 10-K 8 18 S T1 Sri ss 888 818 -'as s' |<80S "8 88 HI8i? ocg (13 u 8 t- iT; i. o<4So %40- oo o_J I lA w H < tb (n tv>; < M (iIr( <a EQ ill H Z U S Hw WW >z 888 8 C2V8i?J i I il -g ll Uo ttOo 8 8g Ei;^nJ E: UcoCco3UoE cO cO ^U Ey e e*B S<3& sl HI888 SIS 88 >'&>2` S" S' III pi u8&oouo gIIg"I? ss_ u5u3f>t. 888 818 sss im SoS g s 8' m - -I il3 Eo oE .55f e uu.s 5 3 rt agn-tvii N o uU Si* 'ass^ o *d c vH. m o'-11-1 u Wa * ^ aihH< %~A fico1** Sp.!os.i3 EES? UoUo..cs' ,2Uo Uo EE U04*0 NJN . r~t r--t c N Uauo lpo.2oc: QG.QT"3 ESxtQx^ CNN 0*0 S5 C 5~ ~ . <->uf o ews .2 B^ 5 hC b CEE o aHh^ o K<< 5</? ;* S.SD.(3 E E 3> uu;f s liSiS -J Se e NN gtC 8..S.2 (rtN "(3 s s Z 'I5*2fc&sh.wgNuNu OT5 o wJ3 C" O guu^g .A2'CBv'uv5B Se e 83Ph <S z<< >< .s5,u5,0a.i S..^2E.2 345 Nl\spN fc 0 Sfc| gK ?!^ikl.aHW ntatfillO *> . V VI .2 f L ,, g = t-t-< Sz<< I 1 I : ii-F I I - SCHEDULE II PROPERTY, PLANT AND EQUIPMENT THE GLIDDEN COMPANY AND SUBSIDIARIES Property Biltnce at Beginning of Period Additions During Period at Coat Retirement! or Saiei During Period Other Changei Debite and/or Credits* Balance at Close of the Period Ye a r En d e d Oc t o b e r 31, 1933 Ore lands and leases............. Land .......... .............................. Railroad sidings..................... Buildings ................. ............... Machinery and equipment.... Furniture and fixtures.......... Automotive equipment ........ Construction in process........ To t a l ............................ Ye a r En d e d Oc t o be r 31, 1934 Ore lands and leases.............. I-and ........... .............................. Railroad sidings...................... Buildings ................................. Machinery and equipment.... Furniture and fixtures........... Automotive equipment ......... Construction in process......... To t a l ........................... Ye a r En d e d Oc t o be r 31, 1935 Ore lands and leases.............. I.and .......................................... Railroad sidings...................... Buildings .................................. Machinery and equipment.... Furniture and fixtures............ Automotive equipment .......... Construction in process.......... To t a l $ 2.00 2,236,322.83 54,967.90 7,456,778.17 8,260,742.67 511,951.63 73,188.48 13,822.39 $ 31,512.32 110,319/17 267,268.21 31,004.98 11,894.08 13.205.09A 15,014.50 75,82323 390,006.33 24,044.37 40,454.21 $18,607,776.07 $ 465,204.15 $ 545.342.64 $ $ 2.00 2,252,820.65 54,967.90 7,491,274.41 8,138,004.55 518,91224 44,628.35 27,027.48 $ 13,88723 $ 41,187.75 3,035.60 246,789.06 396,772.43 54,023.20 15,804.88 542,610.79A --o- $ 27,726.50 --o-- 72,816.09 137,497.00 21,498.32 6,272.45 --o-- . $18,527,637.58 $ 1,314,110.94 $ 265,810.36 $ 13,889.23 2,266,281.90 58.003.50 7.665,247.38 8,397,279.98 551,437.12 54,160.78 569,638.27 $ 12,191.57 93,064.35 6,616.60 372,706.69 935,743.37 47,409.20 10,117.17 461,787.76* A 163.26 53,190.02 545.18 169,621.79 469,955.32 20,221.11 9,184.03 --0-- $ $19,575,938.16 $ 1,016,061.19 $ 722,880.71 $ 2.00 2,252,820.65 54,967.90 7,491,274.41 8,138,004.55 518,912.24 44,628.35 27,027.48 --o-- $18,527,637.58 --o-- $ 13,889.23 2,266,281.90 58,003.50 7,665,24728 8,397,279.98 551,437.12 54,160.78 569,638.27 -CH- $19,575,938.16 --o-- --o-- --o-- --o-- --0-- --o-- --o-----0-- $ 25,917.54 2,306,156.23 64.074.92 7,868,33228 8,863,068.03 578,625.21 55.093.92 107,850.51 $19,869,118.64 Fiv e Mo n t h s En d e d Ma r c h 31, 1936 Ore lands and leases ......................... Land ...................................................... Railroad sidings .................................. Buildings .............................................. Machinery and equipment ................. Furniture and fixtures ..................... Automotive equipment ...................... Construction in process .................... $ 25,917.54 2,306,156.23 64,074.92 7,868,332.28 8,863,068.03 578,625.21 55,093.92 107,850.51 $ --o- $ 38,402.12 --o-- 20.232.51 82,850.13 19,652.96 1,325.09 300.647.50A --o-- $ --o-- 8.00 2,013.75 25,980.72 7,987.10 . 813.99 --o-- To t al .................................... $19,869,118.64 $ 463,110.31 $ 36,803.56 $ --o-- $ 25,917.54 3,856.80 2,348,415.15 1,278.65 65,345.57 20,534.96 7,907,086.00 69,41527 8,989,352.71 992.98 591,284.05 --o-- 55,605.02 --o-- 408,498.01 96,078.66B $20,391,504.05 * Credits or deductions. (Note A) Amounts shown as additions to construction in process represent net additions or transfers for periods stated. (Note B) Acquired in liquidation of subsidiary company. GLDO14 641 12-F SCHEDULE II-A RESERVE FOR REVALUATION OF FIXED ASSETS THE GLIDDEN COMPANY AND SUBSIDIARIES Reserves for Property Shown in Schedule II Balance at Beginning of Period Credits During Period Charfes During Period Balance at End of Period Ye a r En d e d Oc t o ef .r 31, 1933 Buildings .................................... Machinery and equipment........ Furniture and fixtures............... Railroad siding .............................. To t a l ? 510,93777 1,759,626.36 1,669,951.41 29,544.92 6,339.77 S3.976.400.23 $ $ Yf .a r En d e d Oc t o h f .r 31, 1934 Land ........................................... Buildings ................................... Machinery and equipment........ Furniture and fixtures............... Railroad siding .. To t a l .......... ................ S 500,937.77 1,715,214.92 1,498,801.14 29,061.51 6,33977 $3,750,355.11 $ . Ye a r En d e d Oc t o be r 31, 1935 I-and .............................................................................. Buildings ...................................................................... Machinery and equipment......................................... Furniture and fixtures.............................................. Railroad siding ......................................................... To t ai............................................................... Fiv e Mo n t h s En d e d Ma r c h 31, 1936 I-and ............................................................................. Buildings .................. Machinery andequipment ......................................... Furniture and fixtures ........................................... Railroad siding $ 500,937.77 1,712.142.62. 1,492,484.05 29,061.51 6,33977 $ $3,740.965.72 $ $ 500,937.77 1,693.843.80 1,488,742.22 29,045.97 6,339.77 $ To t al ........................................................... $3,718,909.53 $ $ 10,000.00 44,411.44 171,15027 483.41 $ 226,045.12 $ 500,937.77 1,715,214.92 1,498,801.14 29,061.51 6,33977 $3,750,355.11 $ --o-- 3,072.30 6,317.09 --o-- -o- $ 9,389.39 $ 500,93777 1,712,142.62 1,492,484.05 29,061.51 6,33977 $3,740,96572 --o-- $ --o-- $ 500,93777 --o-- 18,298.82 1,693,843.80 --o-- 3,741.83 1,488,742.22 --o-- 15.54 29,045.97 --o-- --o-- 6,33977 --o-- $ 22,056.19 $3,718,909.53 --o-- --o-- --o-- o-- --o-- $ --o-- $ --o-- --o-- 1,534.1] 1379 --o-- $ 500.937.77 1,693,843.80 1,487,208.11 29,032.68 6,33977 1,547.40 $3,717,362.13 (Note) This reserve was provided by charges to capital surplus and reserve for depreciation, to eliminate appreciation oi fixed assets and to reduce the latter to estimated basis of values during 1932 as determined by the Board of Directors. 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O' KtoN OrsN Oi-n*? ggR 5 Q s i S' S3 1 v> </ SciR C; i. ^3R i tf S3 tG 88 ii dd 44 w 1 i ii t t TT Vi A A uu UJW oo 1 f 82 ~_co *r TT CsJ o\ 5 NO on r% p s i t; is SB 8! -- W> -H nd */t w v> V> 44 44- 44 sg s3 fM r> tsJ to tA V) 88 88 --< `'i 4A so (A g | 33 A 4* & Uo) tS 44 44 SSSa tOOts O (N --< fj g3 8 \o sT <N **7 O' SO S3 S3 <\Tn -* On Pv 'O Tf- --< $ 'T i d K Si On Tf to r< A- 00 sss a'sff 5" On NO g i ts S3 g iS^ s( S3 S3 W 2 w QQ WQ K yo w w 55 H I i ! ! i! !ii <r Q -J Si IE i i ! i !" m e |*S`5 o !2 S i T5 P I!9* ;^2 0 'V P i'S*a o !;I W ,7 S o W -g g " Ort# 2 Op^k lli O- IIa S=5o ?. *zZ $35.5? 5 (5r . JJS u. a^ foc 2w 3 Co ~5 IE rsf5 S-sSI gdcSK s 2Isc O O 0^3 >5 * 55-, z<~> f I- f V , 16-F SCHEDULE VII--CONSOLIDATED SURPLUS THE GLIDDEN COMPANY AND SUBSIDIARIES ________ Vr Endtd October II 111] 1M4 1135 riTttidNeddtbf Much 31, lf)f Ca p it a l Su r pl u s Balance at beginning of period ........................... $8,167,458.17 $8,194,404.39 $8,240,951.64 $ 9.870,176.72 Cr e d it s Excess of selling price over stated value of common stock: 1933 3,000 shares............................................. 1935 -103,881 shares............................................. 1936-- 46,119 shares............................................. Excess of selling price over cost of 2,116 shares 7% prior preference stock ................ Credit on sale of property previously written off ............................................................ Restoration of portion of reserve for con tingencies provided out of capital sur plus at November 1, 1931 ................................. Cu a bo e s Reorganization expenses and commissions on sale of preferred stock written off........... Balance at end of period ........................................ 26,94622 1,629,225.08* 46,123.25 424.00 784,023.00 $8,194,404.39 $8,240,951,64 $9,870,176.72 67,912.46 $10,722,112.18 $8,194,404.39 $8,240,951.64 $9,B70,176.72 365,921.09 $10,356,191.09 This credit of $1,629,225.08 represents the net excess after deducting underwriting fees and commissions $108,500.00 and oilier expenses of $28,251.92. Pr o f it a m* Lo s s --Su r pl u s Balance at beginning of period.............................. $2,920,165.28 $3,903,360.33 $4,249,179.07 $ 5,358,242.84 Cr f .mt s Net profit as shown by profit and loss 1,432,863.20 1,532,323,99 2,645,590.17 635,203.96 Ch a r g e s Cash dividends paid (Note A) : Prior preference--7% ........................................ Common--$1.15 a share in 1934, $1.60 a share in 1935, cm basis of $2.00 a share in 1936 ........................................................ Reduction of investment in Nelio-Rcsin Corporation to net book value as shown mi books of that company at November 1, 1935 ........................................................................... Balance at end of period ...................................... $4,353,028.48 $5,435,684,32 $6,894,76924 $ 5,993,446.80 $ 449.668.15 $ 440,345,50 $ 455,000.00 $ 227,500.00 746,159.75 1,081,526.40 776,924.00 $ 449,668.15 $3,903,360.33 $1,186,505.25 $4,249,179.07 $1,536,526.40 $5,358,242.84 60,972.40 $ 1,065,396.40 $ 4,928,050.40 (Note A) On March 31, 1936 the registrant transferred the amount of $S13,726.00 to Chase National Bank f New York for payment of April 1st dividends of $1.75 a share on preferred stock and $.50 a share on common stock. Such cash and the dividend liability have been eliminated from this balance sheet. (Note It) As of November 1, 1931, the Hoard of Directors of the registrant authoriied the following charges against capital surplus: Revaluation of properties.............................. $2,275,448.88 Equipment scrapped and demolished.................................................................................................... * 50988!93* Note and bond discount and expense.................................................................................................... 130052]90* Provision for contingent reserve..... ............................................................................................. ....... 198491J5* Development expenses written off............................................................................. ......................... 33 251 44* $2,688,233.90 If the above items indicated ( ) had been charged against profit and loss-surplus instead of capital surplus, the balances of surplus accounts would be: Capital Surplus Profit and Loss--Surplus As of October 31, 1933. As of October 31, 1934. As of October 31, 1935. $ 8,607.189.41 8,653,736.66 10,282,961.74 $3,490,575.31 3,836,394.05 4,945,457.82 If tlic above items mdicalcd (), Itss tlw amount of $67,912.46 restored to capital surplus from reserve for contingcncjcs in 1936. had been charged against profit and loss-surplus instead of capital surplus, the balances of the capital surplus and earned surplus as of March 31, 1936, would be $10,701,063.65 and $4,583,177.84 respectively. GLD0146 46 17-F SCHEDULE VIII--SUPPLEMENTARY PROFIT AND LOSS INFORMATION THE GLIDDEN COMPANY AND SUBSIDIARIES Charted te costs Charted te profit and lost Charged to other account* Total YEAR ENDED OCTOBER 31, 1933 Maintenance and repairs ........................ Depreciation ................................................. Taxes (other than income taxes) ......... Rent--office and warehouse.......................... Royalties ......................................................... $268,097.68 479,028.88 137,512.39 14,303.11 26,963.79 $ 19,208.99 80,869.60 103,415.12 YEAR ENDED OCTOBER 31, 1934 Maintenance and repairs ....................... Depreciation and depletion .................. Taxes (other than income taxes) ......... Rent--office and warehouse.......................... Royalties .......................................-................ 374,006.60 478,473.37 123,747.64 425.00 25,925.77 22,884.51 84,932.40 101,168.77 YEAR ENDED OCTOBER 31, 1935 Maintenance and repairs ...................... Depreciation and depletion ................. Taxes (other than income taxes) ......... Rent--office and warehouse.......................... Royalties ............................._...................... .. 383,025.74 527,871.39 133,938.49 84,244.01 27,717.66 94,268.45 110,787.24 FIVE MONTHS ENDED MARCH 31,1936 Maintenance and repairs.... -........................ Depreciation and depletion ......................_... Taxes (other than income taxes) .... ........ Rent--office and warehouse........................... Royalties .... ............................... -................... 186,077.45 215,924.81 90,534.48 35,093.26 13,125.15 26,818.31 47,714.64 (Note A) Represents royalties charged to reserve for contingencies. (Note B) Processing taxes have not been included in the above schedule. $5,315.46A $287,306.67 479,028.88 218,381.99 117,718.23 32,279.25 396,891.11 478,473.37 208,680.04 101,593.77 25,925.77 410,743.40 527,871.39 228,206.94 110,787.24 84244.01 199,202.60 215,924.81 117,352.79 47,714.64 35,09326 SCHEDULE IX INCOME FROM DIVIDENDS THE GLIDDEN COMPANY AND SUBSIDIARIES Cash Amonnt at dividends Other Tttilsi shown by profit and loss statement YEAR ENDED OCTOBER 31, 1935 Miscellaneous investments ........................................... . $ 3420 FIVE MONTHS ENDED MARCH 31, 1936 Miscellaneous investments .................................................. $9,017.10 $ 3420 $9,017.10 iauut et itrfstrant's sanity In affiliates* uniats or lesser fer period ot report GLD014647 1B-F V. ^ g U-s irSs2 CJ O oVc 0 Vco g o6 ^ a *>< 5"o **! 55 <3 ! o ooodo PvJ G> OJ V/ H <P KM HH oo oM < P w K P o fc Ml O H W W o2: 0 1 Pw p w p < >-- 2P p H CO Po M IP X 00 w p oo H p p P w2 33 < u 00 CO W t--J < HH P k--< CO pco P 2 < >* 2 < IX 2 o u 2 w p pk--C P O w 33 H *S, Wcfl*i-f""**!lrV*nc*w*i s"* < io co S-Cni M Ma I V H OMCCON9- QlO\ ZC Oo doo_ ov> l*oO0 ood XT up o 30 S/EO. w<UD <ZUVC23. t fc W) *t) Is cqg od Q t* -~3 xc* .w - o --*nOC: ooM t/1 vC fC VI O'- v<.t- O VN O *4> Cbo ifor+>) c-p u utt.3' roHUa o Cl E U tA f9e A 2ui oOo c Bt> a. o tLo/JJ UEo c Uo E EXJ U TS 3 O V Ju5 o ooo \n i/r oo' CM oodoCP CfoO oo oo sooo* o d Vr a-o T o Oo E$ o cgoo d M8 u V*-- *^OC3 JO? P52 CO\ ^32 Si ZO ^" co S&a l| E ~a .SS-5 u S {; :r -wo . > rt s*. c I g5* crt if Eo 6E is >d> rat UEo G -D c3 C --3 JO, n ct) oo *0 t3S I- &\JZ "*Oo -.1,2h H S *4o> " vG g'* {J oo 3 GO Voo\ uw, <^ 0'O0' 'HO' O o o SCHEDULE XII--INDEBTEDNESS OF AFFILIATES THE GLIDDEN COMPANY AND SUBSIDIARIES AS OF THE CLOSE OF BUSINESS OCTOBER 31, 1935 CALIFORNIA MINING COMPANIES--100% OWNED The California Zinc Company (exclusive of bonds shown in Schedule I) .......................................... Afterthought Zinc Mining Company ........................................................ OTHER AFFILIATES American Zirconium Company ....................................................................... Nclio-Resin Corporation ...................................................................................... $ 711,644.16 115,257.81 $ 225,976.90 319,943.89 AS OF THE CLOSE OF BUSINESS MARCH 31, 1936 CALIFORNIA MINING COMPANIES--100% OWNED The California Zinc Company (exclusive of bonds shown in Schedule I) ..................................... Afterthought Zinc Mining Company............................................................ OTHER AFFILIATES American Zirconium Company $ 719,956.71 115,270.31 $ 826,901.97 545,920.79 $1,372,822.76 $ 835,227.02 369,313.47 $1,204,540.49 GLD014649 20-F BALANCE SHEET THE GLIDDEN COMPANY As of the close of business October 31, 1935 ASSETS Cu r r e n t Cash on hand and demand deposit................ Notes and acceptances receivable (trade) Accounts receivable (trade)........................ Less reserve for doubtful, etc, (Schedule VI)................................. Inventories (valuation based on the lower of cost or marketestimated inter-company profit eliminated) : Raw materials and supplies..... ........................................................... hi process and finished merchandise.......................................... . Other current assets: Consolidated subsidiaries--portion of control accounts of sub sidiaries equal to net current assets of debtor companies...... . Miscellaneous current accounts and vendors debit balances...... In v e s t me n t s in Su b s id ia r y a n d Af k iu a t e d Co mp a n ie s * Consolidated subsidiaries--control accounts (Schedule I)............. Less portion included in current assets................................................ California Mining Companies: Capita) stock--fully owned (Schedule I)...................................... Bonds--principal amount $500,000.00 (Schedule I).................... Advances (Schedule XII)...................................... .......................... . Other affiliated companies: Capital stock (Schedule I).............................................................. Advances (Schedule XII).................................................................. Ot h e r As s e t s Insurance claims collected in December 1935.................................. Cash surrender value of life insurance.............................................. Claims against closed banks.................................................................. Less reserve (Schedule VI)....................................................... ....... Miscellaneous notes and accounts, salesmens advances, etc............ Sundry investments (Note A)............................................................ Fix e d As s et s (Note B) Land, buildings, machinery, equipment, etc., on basis of cost or appraisal value t Schedule II)........................................................ . Less reserve for revaluation as determined by the Board of Directors (Schedule II-A) .............................................................. Less reserves for depreciation and depletion (Schedule III)....... In t an c .h u .f .s (Schedule IV) (Note C) Good Will ....................................................... ......................................... Patents and trade marks........................................................................ Rights to manufacture, secret processes, formulas, etc.................. De f er r ed Inventory of advertising stock, stationery, unexpired insurance premiums, prepaid taxes, etc............................................................. Special new products development...................................................... Reorganization expenses (Note C).................................................... Commission on sale of preferred stock (Note C).......................... Cnamortized note issue expense............................................................ $ 909,974.40 $ '27,559.33 1,349,756.26 $ 1,377,315.59 93,725.93 1,283,589.66 $ 699,121.14 957,443.55 1,656.564,69 $ 8,845,921.76 53,746.44 8,899.668.20 $12,749,796.95 $12,329,982.88 8,845,921.76 $ 3,484,061.12 $ 15,000.00 187,500.00 826,901.97 1,029,401.97 $ 483,200.00 534,310.37 1,017,510.37 5,530,973.46 $ 707,241.85 334,148.75 $ 152,888.12 75,012.50 77,875.62 53,801.67 59,162.70 1,232,230.59 $14,207,410.45 2,661,011.43 $11,546,399.02 3,971,692.58 7,574,706.44 $ 2,492,007.93 103,607.48 61,417.61 2,657,033.02 $ 178,62924 95,570.71 205,521.09 160,400.00 10,368.81 650,489.85 $30,395,230.31 `The registrant carries its investments iii and advances to fully owned subsidiaries (exclusive of California Mining Companies--not consolidated in the consolidated balance sheet) in its accounts under general accounting division con trols. It is not considered practicable to segregate the balances in these controlling accounts between securities of sub sidiaries, advances and other inter-company transactions. With the exception of The Gliddcn Company, Ltd., none of the consolidated subsidiaries carry any capital stock or surplus-deficit accounts on their books. The net operating re sults of these subsidiaries are transferred to the registrant annually at the close of each fiscal year, and there are no dif ferences between the amounts of the investments as shown by the parent Company's records and the subsidiaries' records except the amount of $839,456.73 representing undistributed accumulated earnings of The Glidden Company, Ltd., which amount is included in the consolidated profit and loss--surplus. GLD014650 21-F BALANCE SHEET THE GLIDDEN COMPANY As of the close of business October 31, 1935 u/viw.i t i e s , c a p it a l s t o c k a n d s u r p l u s C.URHKNT Notes payahU*- -banks ........................................................................................... Accounts payable-- trade, etc............................................................................. Unpaid wages and commissions..................................................................... -- Accrued liabilities: Taxes, including fcdcial income; ................................................................. Interest................................ ............................................................................ ........ Royalties, water rent, etc. .............................................................................. Insurance ...... ...................................................................................................... Other current liabilities: Five year 5j/>% gold notes, due June J, 1935, extended to June ], 1939, after October 31, 1935. $ 1,000,000.00 399.023,18 43.195.04 164.800.90 75.544.17 32,187.06 35,467.02 3.000.03 $ 1,754,217.37 Co.YSOf n-AfKH SUHSJliJ^XV CON'IKOI. ACCOUNT The (Hidden Company, Lid. ( Schedule I)................................................... 377,498.09 J.o.Ni*, Te iu i Dk u t (see item 9A of registration statement as to details) Five year 5yj% gold notes due June l, 1939............................................... Dm.KvKD Unapplied poilion of insurance settlements (Note J). * 3,259,000.00 210,349.00 Re s eh v i: (Schedule VI) For contingencies (including amount of $67,912.46 provided from capital surplus in 1932)..................................................... ................. * 135,798.02 Ca p it a i. St u c k a m> Su r p u s Ca p it al St o c k (see item 10A of registration statement as to details) Fih d r J'KprrHrNOv--7% Omu i.a t iv k ($100 par value--redeem able at $105 a share and accrued dividends) Authorized 75,000 shares ........................................................................... J,ess unissued and redeemed 10,000 shares............................................ $ 7,500,030.00 1,000,000.00 Outstanding 65,000 shares........................................................... ................ . $ 6,500,000.00 Co mmo n --Wit h o u t Fa r Va l u e Aulhnrircd 800.000 shares Outstanding 753,881 shares Reserved (Note D) : For sale to officers and employees 46,000 shares For sale to others 119 shares Stated capital at $5.00 a share................................................................... 3,769,405.00 Suxpi.us (Schedule VII) (NoteK) Capital .......................................................... ...................................................... .. l'rofit and loss............................-........................................................................ $ 9,870,176.72 4,518,786.11 14,388,962.83 24,658,367,83 i? *8; $30,395,230.31 Investments in uou eotisohd ib rl subsidiaries consist of; ;- (a) Investments in California Mining Companies, wlwsc assets consist almost entirely of properties not being oper ated. These investments arc stated herein at Jess than cost, which carrying value, on the basis of unaudited bal ance sheets, was $115,609.70 less than (he book value of the net assets of those companies. Unaudited statements nf tiiose companies show accumulated losses of $1,057,297.86 from date of acquisition to October 31, 1935. exclu sive of drprcciaihuj on appreciation and unpaid interest on bonds held by registrant, which interest lias not been taken as income by registrant. Against these accumulated losses, registrant has provided, in prior years, the sum nf $581,671.76 out of surplus and contingency reserve and has a credit of $312,500.00 arising from its rcacquisition of $450.(XH).00 face value of Ixmds of The California Zinc Company at a cost of $137,500.00. TJ>c operation of the mining properties of the California Mining Companies was discontinued in 1927 anti tl>c value of the invest ments is indeterminable at this time. (J>) 5b'./ inureM to April 30, 1935 and a 45% interest subicqucnt thereto in outstanding common st/tek and 100% interest in prefund stock of a company, the unaudited statement of which shows an accumulated deficit of $81.7311.63 ($38,5`X>.77 applicable to investment of registrant since date of acquisition) at October 31, 1935. (c) Approximately 54% of common stock of a company, at cost, which was $31,638.75 in excess of the equity in that company's net assets at October 31, 1935, such amount representing equity in accumulated losses since date of acquisition. No separate statements arc included herein for the aforementioned subsidiaries not consolidated as it is believed that the aggregate investments represented therein arc not significant in respect of (I) the assets they represent, and (2) the sales or operating revenues of such iron-consolidated subsidiaries. This balance sheet is subject to notes on the following page. GLD014651 22-F NOTES TO BALANCE SHEET THE GLIDDEN COMPANY As of the close of business October 31, 1935. (Note A) Sundry investments are included at cost or less. Securities carried at a cost of $33,170.00 had a quoted market value of $31,610.00 at October 31, 1935. L\ S. Government securities included therein, at a cost of $15,000.00 were deposited with a bank in connection with workmens' compensation insurance requirements. (Note B) The fixed assets are stated on the basis of cost or appraised values less reserves provided for revaluation and depreciation. The remaining portion of unrealized appreciation included in the gross value of these assets is offset by a portion of the revaluation reserve and that reserve was also provided to reduce the cost value of certain assets to estimated basis of values prevailing during the year 1932 as determined by the Board of Directors. The cost of fixed assets consists principally of cash expenditures, although certain properties were acquired partly for stock. The net value of the fixed assets is not intended to represent the present value of the properties. (Note C) Good will, patents, trade marks and other items classified as intangibles are stated at values as signed thereto as of dates of acquisition for cash or capital stock of the registrant, less small amounts amortized. Of the items represented under this classification the net amount of $54,859.04 is being amortized. No amor tization has been provided against reorganization expenses and commissions on sale of preferred stock class ified as deferred. (Note D) During the year ended October 31, 1935 the registrant entered into an underwriting agreement for the sale of 104,000 shares of its common stock, of which 103,881 shares were sold, principally to shareholder*, at $22.00 each and the remaining 119 shares have been reserved for issuance. Of the proceeds realized, the amount of $5.00 a share was credited to stated capital and the remainder to capital surplus, after deducting therefrom underwriting fees and commissions and expenses in connection with the issue. The corporate minutes record an authorization for the issuance of 46,000 additional common shares to officers and key employees at a price of $22.00 a share. No allocation of these shares had been made at October 31, 1935. (Note E) As of November 1, 1931, the Board of Directors of the registrant authorized the following charges against capital surplus: Revaluation of properties of registrant and subsidiaries ................................................ Equipment scrapped and demolished ..................-................................................................... Note and bond discount and expense ...................................................................................... Provision for contingent reserve ............................ .. .................... ...... ........................................ Development expenses written off ............. ........................................................................... .......... $2,275,448.88 50,988.93* 130,052.90* 198,491.75* 33,251.44* $2,688,233.90 If the above items indicated (*) had been charged against profit and loss-surplus instead of capital surplus, the respective amounts of such surplus accounts would be $4,106,001.09 and $10,282,961.74 as of the date of this balance sheet. (Note F) Registrant was reported as having letters of credit outstanding in the amount of $976,957.48 and it was contingently liable for subscriptions to capital stock of other corporations in the amount of $199,600.00. (Note G) The registrant has guaranteed the payment of the principal and the interest on the First Mortgage 6% Serial Gold Bonds of its fully owned subsidiary, The Chemical and Pigment Company, Inc., in the principal amount of $59,000.00 outstanding as of October 31, 1935, and has also guaranteed the payment of the principal and the interest on the First Mortgage 6% Gold Bonds of its fully owned subsidiary, Wisconsin Food Products Ohio Company, in the principal amount of $38,200.00 outstanding as of October 31, 1935. (Note H) Officials of the registrant have expressed the opinion that pending lawsuits ire of minor im portance and that the registrant and subsidiaries will have no material losses in connection therewith. (Note I) The federal income tax returns of the registrant have been verified through the year ended October 31, 1931 and there are at present no unpaid assessments and no additional assessments are anticipated; the Treasury Department is now investigating the depreciation policy of the registrant as affecting its income tax returns for 1932 and subsequent years, but registrant does not expect that any nraterial adjustments of tax lia bility will result from such investigation. (Note J) The unapplied portion of insurance settlements is considered as an adequate reserve for all damage claims and other liabilities resulting from explosion at the Chicago plant. (Note K) The system of bookkeeping used by the registrant and its subsidiaries is such that complete segregation of the accounts of registrant cannot be made without undue expense. The balance sheet of regis trant has been prepared for the purpose of conforming as nearly as practicable with the requirements of this Registration Statement but reference is made to the accompanying consolidated balance sheet and accompany ing footnotes. By resolution of the Board of Directors, all obligations of its subsidiaries have been guaranteed by the registrant although direct guaranties have not been given to individual creditors in all instances. GLD014652 23-F PROFIT AND LOSS STATEMENT THE GLIDDEN COMPANY For the Fiscal Year Ended October 31, 1935 Gr o s s Sa l e s --Le s s Dis c o u n t s , Re t u r n s a n d Al l o w a n c e s , Et c . To consolidated affiliates ........................................................................... To others .................................................................................................. Co s t or Sal es (opening and closing inventories not used in computation) ........................................................... Ma n u f a c t u r in g Pr o f it .......... ................................. Se l l in g , Ge n e r a l a n d Ad min is t r a t iv e Ex p e n s e s Expenses exclusive of items set forth below......................... Expenses per Schedule VIII: Maintenance and repairs.............................................................. .................$ Taxes--other than income taxes............................................. ................. Rent--office and warehouse ............................................. . ................. Provision for doubtful accounts, less recoveries........... -....... ................. 10,576.76 38,038.99 83,474.83 81,399.85 Op e r a t in g Pr o f it Ot h e r In c o me Dividends received from affiliates consolidated (Schedule IX).... Dividends received--other (Schedule IX)............ ............................ Interest received from affiliates..................................................................... Interest earned--other......................... .................................. ........................... Miscellaneous commissions and profits on merchandise purchased and sold .......... .................................................................. ................................. Profit on disposal of capital assets (Note G)................... ~...... -......... Miscellaneous income ........................................................................................ Ot h e r De d u c t io n s Interest on funded debt....................................... ......... Other interest expense..................................................... Extraordinary legal expense.......................................... Idle plant expense.........................................--................ Losses of consolidated subsidiaries (Schedule IX) Note and bond expense................................................... Miscellaneous ..................................................................... Pr o f it Be f o r e Pr o v id in o f o r Fe d e r a l In c o me Ta x ............ Pr o v is io n f o r Fe d e r al In c o me Ta x ............................................................. Ne t Pr o f it $1,435,388.32 8,006,661.19 $9,442,049.51 6,639,960.72 $2,802,088.79 $2,098,978.18 213,490.43 2,312,468.61 $ 489,620.18 $1,912,625.50 34.20 505,238.51 14,699.50 92,613.08 5,014.96 9,799.61 $ 179,296.95 58,654.80 51,072.11 26,954.14 3,620.76 2,992.20 1,379.88 2,540,025.36 $3,029,645.54 323,970.84 $2,705,674.70 105,000.00 $2,600,674.70 (Note A) Net profits of The Glidden Company, Ltd. (wholly owned subsidiary) in the amount of $44,915.47 for the fiscal year ended October 31, 1935, have not been included in the foregoing statement and no provision has been made for (1) loss of fully owned non-operated California Mining Companies for the year, amounting to $45,714.71, including provision for depreciation in the amount of $34,362.88 and (2) portion of loss amounting to $54,522.29, applicable to the Company's investment in common stock of other affiliated companies. (Note B) Discount and expense on notes of the registrant were charged to capital surplus as of November 1, 1931, as authorized by the Board of Directors. If these items had been amortized on the basis of money in use, the amount of $11,814.48 would have been charged against income for the year ended October 31, 1935. (Note C) Depreciation or amortization on patents and rights is included in the above statement in the amount of $3,226.96 on a gross value of $58,086.00. No amortization is provided, either in the profit and loss statement or surplus, for other intangibles or for reorganization expenses and commissions on sale of preferred stock. (Note D) Depreciation claimed for federal income tax purposes exceeded the provision charged against income in this statement by the amount of $48,215.24 for the fiscal year ended October 31, 1935, such excess being due to deprecia tion claimed on costs written off or credited to revaluation reserve as of November 1, 1931. (Note E) Special new products development aggregating $61,535.06 for the fiscal year 1935, deferred in accompany ing balance sheet, was treated as expense for the purpose of computing estimated federal income tax liability for the year. (Note F) Estimated profits on sales to and purchases from subsidiary companies have been eliminated in the fore going statement. (Note G) It is the Company's practice to reflect minor items of this nature through profit and loss or reserve accounts rather than directly through surplus. (Note H) Due to the system of bookkeeping followed by the Company prior to November 1. 1934, satisfactory segregation cannot be made as to the operating accounts of the parent Company and the profit and loss statement for the period of two years prior to that date has been omitted. (Note I) Reference is made to the consolidated profit and loss statement submitted herewith. GLD0I4653 24-F < 8^8 8 8 18 mi vy G L0014654 hi } vy 888 8 8 8 8 ~8 o o J* X J* gg g M d a rj '5 Co c 6B E uo 0oo uwy QEc ;:: Wcrt |l iu "O >% G ag jj rt*R a EES uu * J 3 do Co f ..NN-S, UoE c 15 (Wn 1E CF>Wo- wE0 -J?OsS? 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Ic a o v o-s 0 o TMU O o XJ= 3 > u'~ a .SSr^. 2-2-SS^ - ,, gwO"" " g y ft .ft Li VtS u ft o y La o-c *; frttoy-oH,c S e^^P2 5 n g "iSSn-dC g-e- ^-"g, S--^J '--a " o ft <2 xGj hf xgTMxrrt*30 PgK *0^ c-is 8X 2 s* HE-* *ci f3t oft 'v" ,Hft wV ,S f! 2 ^yyft -K % 8 8 " io*^rt*;titicwyy **c2- -___cr* pG .5^ ^c C [/) O Vi O ft c 2 '0o .2|SSc S!j wu5u W g hcwH 2Sl _?ef Jr3t . oO rt mWj9 Eft 0- 5rt 3 8y.*S^ 5c (Im y o-"Srt"ov-'S y k *j J3 rt if w u rO-> V+to*; 'o2gj~= c'Et rt o o ,, u J5! 8gSZ gy rt 0u . ft j: b-^C'lu'-N guQ Sfcj 00 uSiiucu 4S~ O||a| y .{fyt, h O ______ayft yfc* ____ l1c3----- SCHEDULE II--PROPERTY, PLANT AND EQUIPMENT THE GLIDDEN COMPANY Property Balance it Beginning of Period Addition During Period it Coit Retirement* or Saloi During Period Other Changes Debit and/or Credit* Bstance It Cloee of Period Ye a r En d e c Oc t o b e r 31, 1933 Ore lands and leases .................................$ --o-- $ Land ..................................................................... 1,478,504.03 Railroad sidings ........................................ 20,677.32 Buildings ....... 5,612,108.59 Machinery and equipment ........................ 5,108,658,71 Furniture and fixtures ............................. Automotive equipment ....... Construction in process ............................. 374,924.49 43,017.93 13,819.77 1,51232 * "R50 39,40299 4,91632 204,024.55 349,737.03 20,027.83 18,562.60 3,862.01 33,446.68 3,428.20*-A --o-- To t a l .$12,651,710.84 $ 265,407.50 $ 406,676.93 $ $ --o-- 1,480,001.85 20,677.32 5,646,601.46 4,962,946.23 376,389.72 13,433326 10,391.57 -o-- $12,510,441.41 Ye a r En d e d Oc t o be r 31, 1934 Ore lands and leases .................................$ --o-- $ Land............................................................ 1,480,001.85 Railroad sidings ........................................ 20,677.32 Buildings ............ 5,646,601.46 Machinery and equipment ......................... 4,962,946.23 Furniture and fixtures ............................. . 376,389.72 Automotive equipment ............................... 13,433.26 Construction in process............................. 10,391.57 --o-- $ 28,577.75 2,725.00 180,512.66 150,507.62 34,758.05 898.91 530,901.41-A --<*-- $ 221.50 --o-- 8,767.52 35,054.59 15,617.51 279.60* --o-- 1.00 $ 1.00 102,194.49 1,610,552.59 --o-- 23.402.32 254,89720 6,073,243.80 168,114.49 5,246,513.75 89,574.11 485,104.37 8,142.86 22,754.63 --o-- 541^292.98 To t al ........................................... $12,510,44L41 $ 928,881.40 $ 59,381.52 $ 622,924.15B $14,002,865.44 Ye a r En d e d Oc t o be r 31, 1935 Ore lands and leases .................................$ 1.00 1,610,552.59 Railroad sidings ......................................... 23,402.32 Buildings................................... ................. 6,073,243.80 Machinery and equipment ......................... 5,246,513.75 Furniture and fixtures ............................. 485.104.37 Automotive equipment ............................. 22,754.63 Construction in process ............................. 541,292.98 91,944.36 ? 52,506.93 6,616.60 344,271.42 844,332.76 41,040.51 3,814.02 479,196.37*-A 545.18 167,090.75 404,957.09 18,263.31 4,915.03 --o-- To t al ............................................$14,002,865.44 $ 852,823.30 $ 648,278.29 $ * Credit or deduction. $ 1.00 1,649,990.02 29,473.74 6,250,424.47 5,685,889.42 507,881.57 21,653.62 62,096.61 --o- $14,207,410.45 (Note A) Amounts shown as additions to construction in process represent net additions for periods stated. (Note B) Transfers from subsidiary companies. GLD014657 SCHEDULE 11-A RESERVE FOR REVALUATION OF FIXED ASSETS THE GLIDDEN COMPANY Reserves for Property Shown In Schedule II Balance at Beginning of Period Ye a r En d e d Oc t o be r 31, 1933 Land ............................ ...................................................... Buildings ........................................................................ Machinery and equipment ..................................... Furniture and fixtures ........................................... Railroad sidings ......................................................... $ 433,62777 1,353,451.89 882,783.50 30,330.46 6,339.77 To t a l ................................... $2,706,533.39 Ye a r En d e d Oc t o b e r 31, 1934 Land .............................................. Buildings .................................... Machinery and equipment Furniture and fixtures ...... Railroad sidings ................... To t a l ................................... $ 433,627.77 1.351,83076 739.047.04 30,330.46 6,33977 $2,561,175.80 Ye a r En d e d Oc t o b e r 31, 1935 Land ............................................. Buildings ................................... Machinery and equipment Furniture and fixtures ...... Railroad sidings ................... To t a l ................................... $ 433.62177 7 1,424,952.27 786,261.39 30,368.26 6,33977 $2,681,549.46 $ --o-- $ --o-- $ 433,62777 --o~ 1,621.13 1,351,83076 --o-- 143,736.46 739,047,04 --o-- --o-- 30,330.46 --o-- --o-- 6,339(77 $ -o- $145,357.59 $2,561,175.80 7S.74592 54,195.04 37.80 ""O-- 2,62447 6,960.69 --o-- --O-- $129,97876-8 $ 9,605.10 $ 433,627.77 1,424,952.27 786.261.39 30,368.26 6,339.77 $2,681,549.46 $ --o-----0-- --0-- --o---- $ 240.91 18,092.03 2,189.55 15.54 $ 433,386.86 1,406,860.24 784,071.84 30,352.72 6.33977 $ -o- $ 20,538.03 . $2,661,011.43 (Note A) This reserve was provided by charges to capital surplus and reserve for depreciation, to eliminate appreciation of fixed assets and to reduce the latter to estimated basis of values during 1932 as determined by the Board of Directors. > (Note B) Transfers from accounts of subsidiaries. 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XV0 XO u fe 0 V O Q *o o *o GE co rt P5 H %C *<t->4 o o *o *c . a 8' X*9 <9 *- - no 9^* -- v> . be 9 l> * *d EJo: -, VB r&t (9 .1*O92 && - -SI ? 8 *d>5 > i> 8 8 8a &o X* k 8 So.xs '*2(O29 2 x ;cS BV >o53 *td '. 5 I- ^63-d -2d Kw-c _9Ct,tt - S-gR 'll J0c c^ OisN Is m nS Kf062tC-S5UsL'>iSaw. *<s9 WVO*3 Wu;-:g J2. a *> 3*2 i) g S-E .0 Ef 81 *. SS - B(9*V0 c(A ti)n->2 >v <9 BO < SE"'2^gSs.S `!KSS`'->-; a>?c ^ >13 C in _ C W) gxr "IJSS '3Su2,SfJ wuz< Scc-ScSsSS I S^O was'" " <a "c ' fiSsslo-oS ?i|g=sz . Si g W -CJ Ow CS*iU a r,i *o*o "niS** ^w<,nS S C g o 9 a a 59 ....... 1; <mu q wfcToK^ \ vuyuouuv^ , OOOOOOO O O SsfcfcfcSziziiziSsZ 32-F SCHEDULE VII--SURPLUS THE GLIDDEN COMPANY YEAR ENDED OCTOBER 51 1913 1934 1935 Ca p it a l Su r p l u s Balance at beginning of period...... ................................................ -.............. $8,167,458.17 $8,194,404.39 $8,240,951.64 Cr e d it s Excess of selling price over stated value of common stock: 1933--3,000 shares .................................................................................. 1935--103,881 shares ...................................-.......................................... Excess of selling price over cost of 2,116 shares 1% prior preference stock .............................................. ............................. Credit on sale of property previously written off----------- -------- ------ 26,946.22 Balance at close of period....................................................................-.......... $8,194,404.39 46,123.25 424.00 $8,240,951.64 1,629,225.08* $9,870,176.72 This credit of $1,629,225.08 represents the net excess after deducting underwriting fees and commissions of $108,500.00 and other expense of $28,251.92. Pr o f it a n d Lo s s --Su r p l u s Balance at beginning of period................................................................ .... $2,166,690.66 $3,147,618.29 $3,454,637.81 Cr e d it s Net profit, including operating results of consolidated sub sidiaries, excepting The Glidden Company, Ltd............................ .... 1,430,595.78 $3,597,286.44 Ch a r g e s Cash dividends paid: Prior preference--7% ...............................................-.................... ....... .... $ 449,668.15 Common--$1.15 a share in 1934, $1.60 a share in 1935...... 1........... $ 449,668.15 Balance at close of period.......................................... ............................... .... $3,147,618.29 ' 1,493,524.77 $4,641,143.06 $ 440,345.50 746,159.75 $1,186,505.25 $3,454,637.81 2,600,674.70 $6,055,312.51 $ 455,000.00 1,081,526.40 $1,536,526.40 $4,518,786.11 (Note) As of November 1, 1931, the Board of Directors of the registrant authorized the following charges against capital surplus. Revaluation of properties of registrant and subsidiaries....... ............................... .......................... $2^75,448.88 Equipment scrapped and demolished............................................................................... ..................... Note and bond discount and expense-.... ..................... .................. ............. ...................... ............ -..... 50,988.93* 130,052.90* Provision for contingent reserve.............................................................. ......:.......... .................... ......... 198,491.75* Development expenses written off___ __________........... ......................................... .................. -....... 33,251.44* $2,688,233.90 If the above items indicated (*) had been charged against profit and loss-surplus instead of capital surplus, the balances of surplus accounts would be: Capital Profit 8c Loss Surplus Surplus As of October 31, 1933................................................... -........................................$ 8,607,189.41 As of October 31, 1934............................................. ............................................. - 8,653,736.66 As of October 31. 1935....... _............................. ................................... .................. 10,282,961.74 $2,734,833.27 3,041,852.79 4.106,001.09 g LD01466? SCHEDULE VIII--SUPPLEMENTARY PROFIT AND LOSS INFORMATION THE GLIDDEN COMPANY For the fiscal year ended October 31, 1935 Cbarfedto Coats . Charged to Profit and Loss Charted to Otrier Accounts Total Maintenance and repairs......................... Depreciation and depiction ................... Taxes (other than income taxes) .... Rent--office and warehouse ................. Royalties ......................................................... $ 39,518.62 363,784,58 45,503.51 46.S88.30 $10,576.76 38,038.99 83,474.83 --o-- --o-- $ 50,095.38 363,784.58 83,54250 83,474.83 33-F SCHEDULE IX--INCOME FROM DIVIDENDS THE GLIDDEN COMPANY For the fiscal year ended October 31, 1935. AMOUNT or DIVIDENDS Cash Other (Not* A) Total as Shown by Profit and Loss Statamtat Anouat of Registrant's Equity In AslUitts Earnings or Losses* lor Partod at Report Co n s o l id a t ed a f f il ia t e s w h o l l y o w n ed Adams & Elting Company .................. --............ American Paint Works ------------------------------------T. L. Blood & Company ........................ ..........-- Chemical & Pigment Company, Inc.___________ Durkee Famous Foods, Inc....................................... Euston Lead Company .............................. .............. Forest City Paint & Varnish Company................ Glidden Company, Ltd. _________ _______________ Heath & Milligan Manufacturing Company ..... Metals Refining Company .................................... Nubian Paint & Varnish Company...... ................. Twin City Varnish Company ................................ A. Wilhelm Company ................................................. Campbell Paint & Varnish Company ..._........ Glidden Company of Oregon, The ...... ........... Heath & Milligan Manufacturing Company; of California ..................................................'. Af f il ia t e s n o t c o n s o l id a t ed California Mining Companies ................................ American Zirconium Corporation ........................ Nelio-Resin Corporation .................... ...................... Mis c el l a n e o u s In v e s t me n t s $ $ 31,293.33 36,110.82 10,364.40 500,192.97 904.846.S0 67,535.86 5,364.57 18,336.93 14,891.19 117,35272 8,224.32 198,111.89 $ 31,293.33 36,110.82 10,364.40 500,192.97 904,846.50 67,535.86 5,364.57 18,33d93 14,891.19 117,352.72 8,224.32 198,111.89 $1,912,625.50 $1,912,625.50 $ 31,29333 36,110.82 10,364.40 500,192.97 904,846.50 67,53536 5,36437 44,915.47 18,336.93 14,891.19 117,352.72 8,224.32 198,111.89 $1,957,540.97 $ 2,459.10* 59033* 571.43* $ 3,620.76* $1,953,92031 3430 $ --o-- . $ 45,422.80*-B --o-- 30,138.91*-B -o- $ 24,383.38*-B $ 99.945.09* $ 3430 (Note A) Represents profits and losses* of consolidated subsidiaries taken up through inter-company control accounts. (Note B) Losses shown by unaudited statements of affiliates. The loss of the California Mining Companies is ex clusive of interest on bonds held by registrant -which interest is not taken as income on the books of the registrant. GLD014663 SCHEDULE XII--INDEBTEDNESS OF AFFILIATES THE GLIDDEN COMPANY October 31, 1935. Ca l if o r n ia Min in c Co mp a n ie s --100% Ow n e d The California Zinc Company (exclusive of bonds shown in Schedule 1).............. $711,644.16 Afterthought Zinc Mining Company ........................... ............ .......................... ....... 115,257.81 Ot h e r Af f il ia t es American Zirconium Company Nelio-Resin Corporation ........ - $214,366.48 319,943.89 (Note) See Schedule I for information as to consolidated affiliates. $ 826,901.97 534,310.37 $1.361,212.34