Document p22058wXM7eOgkwpEqeKGYkYB

2LA7S U> LI* 3tTT Meet ing of Directors i - of - The Sherwin-Williams Co r'i MINUTES of a nesting of the Board of Directors of fits Sherwin-Williams Coop*07, duly held at its offices in------ Cleveland,- -- -- -------------9 O- --hwi--o,9 on January 17th, 1920, at 10 o'clock. Thors wars prosmat - W.H. Cot tIngham H. D. Whittlesey B. It, Willlame S.P.Fenn ?. H.Goff J. C.Bsardslse, constituting a majority of the Board of Directors. The President presided and, in the absence of the Secretary on motion made, seconded and carried, Ur. L.K.Schrosdsr was appointed See* - rstary of this meeting. The President then stated that acting under the authority given by tine Beard of Directors, he had conducted negotiations with the Acne White Lead A Color Works of Detroit, Michigan, with a view to pur chasing its sntirs property, business and good will as of November 29, 1919, and that he had entered into a contract with that Conparqr providing for the purchase by himself, or his nominee, or a new Michigan corporation to be organised for that purpose, of the entire property, assets and business of the Acme White Lead A Color Works as of November a, 1919, at the prices and upon the terms therein stated. Ha thereupon prodxoed a copy of the contract so mads, and It was read to the meeting by the Secretary, and a copy of the .same, marked Schlblt "A*, is made a part of the minutes of this wasting. The contract so read was then fully discussed and considered, and the President stated that in accordance with the terms of that contract, RECORD BOOK PAGE ATTEST-* sMWTMt pro f 0007-SWP-00000525Q 21A7I la u 7T gifltttsa of Director* Meeting - Con timed- -2 ba had caused to ha organized a Michigan corporation under the name of the Interstate Faint & Tarnish Company, with an sutherrlsed capital stock of Ten thousand Dollars ($10,000,00), and that such new Company had, hy resolution, adopted and taken over the performance of the contract with tits Aoae White N lead St Color Works for the purchase of its property. He stated that this was done in accordance with the laws of Michigan, under which it le necessa ry, where the entire property of a going manufacturing corporation is to be purchased/' that the purchase be made by a Michigan Company organised under the same laws as the selling corporation. The President further stated that after the contract above referred to with the Acme White Lead St Color Works had been made, a meeting of the stockholders of that Company had hsen called and held on January 9th, 1920, to consider and ratify such contract, and that at that meeting the stockholders bad voted for the ratification of the agreesent, so that it was now fully binding upon all parties concerned- Thereupon, upon motion, duly seconded, the following resolu tion was, on vote, unanimously adopted: 8B0LTXD, that the action of Walter H CottIngham, as Presi dent of this Coapaay, In entering into the contract with the Acme White Lead 4 Osier Works of Detroit* Michigan, for the purchase of its entire property end assets and good will, a copy, of which contract is attached to the mimtee of this meeting, be, and the esme is, in all rapects ratified and approved, end that his action In censing to be Incorporated and organised a nee Michigan Company under the name of Interstate Paint St Tarnish Company, to take over the purchase, and receive and held title to the property, and conduct the business to be purchased from the Acme White Lead Sk Color forks, be also ratified and approved: RECORD BOOK PAGE 0007-SWP-000005251 21A7S tat LI* Minute* of Directors Meeting - Continued. BE IT SUR1HIB RESOLVED, that the Preeldent or Vice President and Secretary of this Company be, and they are hereby, authorised, eapowered and directed to cause such etepa to be taken aa shall' be necessary to increass the authorised Capital Stock of the In* terstate Paint A Varnish Company to such extent as they may deem advisable and proper, and to cause the change of its corporate name to that of the lose Ihltc Lead & Color Works or such ether name, including the word *Acma" aa they may sea fit, and that they take such steps and proceedings as shall be found necessary and proper, in the name and on behalf of `said new Michigan Compaqr, te acquire and take over the property end business provided to be sold under said contract with the Acme White Lead A Color Works, in accordance with the terms and provisions of amid contract; BE IT lUttlfflB RESOLVED, that said President or Vice President and Secretary of thia Company be alao authorised, em powered end directed to purchaso, at par, the aatlre Capital Stock of said new Michigan corporation as it shall he Increased, taking tha certificates there/or in the name of thia Coapeny, or such person or person* in its bMaalf, as they may think best; and that they also bs sopowsrsd to pay for tha same out of the treasury of this Company; and farther to advance and loan to said new Michigan corporation from the treasury of this Company, on such terms end with such securities, if any, aa said officers of this Company shall decs advisable, such amount a In excess of the eapltal paid for the stock of said nm Company as shall be necessary to complete the payments required to bo made by said new Company in the purchase from the Acme White Lead A Color Works, in accordance with said purchase contract, of the proper ty to be received and owned by said new Michigan corporation, and sufficient to furnish said new corporation with necessary working capital. BE IT ALSO mTSSB RESOLVED, that this Co^any acquire, taka over end own the plants, (including the real estate) with all machinery heretofore owned by said Acme felt# Lead A Color Works, and contracted to bo sold by it as hereinbefore shown, or from said new Michigan corporation; and that It pay therefor such part of the purchase pries provided by said purchaso. con tract to bo paid to the Amos White Load A Color Works as shall bo properly qpportloaafelc to said plants and machinery. And when this Company shall have acquired said plants and machinery, that it lease the sms to the nwe Michigan corporation, such lease to ran for such term of years and to be upon such conditions and at such rate of rental as the officers of this Coo^sny shall find advisable and shall agree upon with said now Michigan corporation. i { RECORD BOOK PAGE ATTES 0007-SWP-000005252 h a t * im.u * j%rr ! ' ?' i/ And the President or Pice President and Secretary of this Ccapsmy are hereby authorised and directed to do all things necessary and proper In acquiring said plants and machinery, including payment therefor from the treasury of this Coopany, and in leasing said property to said new corporation, including the execution In the,. name of this Company of proper instruments of lease. The Preeidcxt further stated that the growing business and v^nedlate needs of She Shorwin-lUliaiaa Cospany were such as to require ad? 'litional capital necessary to its proper expansion, and for ths purchase of Additional property, Which had besn, or might be, determined upon; and that f *" ' : fts officers of ths Company had dettrained that it would be advisable to take such steps and proceedings as would be necessary, and amend its Articles if Incorporation so as to prorids for a new Preferred Stock; to increase ths maber of shares end to docrease the par value per share of its Common Stock; ad also to prorlds for the increase of its authorised O^ltal Stock from the present authorised amount of $21,000,000.00 to $60,000,000.00 par value, ihlch authorized capital as increased shall be divided Into $20,000,000.00 f authorised Coason Stock with a par value of $26.00 per share, end $*0,000,000.00 of authorised Preferred Stodc with a par value of $100,00 per bare, to be sold and issued in parte or installments, each part to bear cu rative dividends, payable quarterly each year, at such rates, not more than 7Jl per asaa, as tha directors might det ermine at the time of each such Be further stated that the Cospany now has outstanding of Hi first issue of Preferred Stock, an aggregate of $500,000.00 par T*iue; of its second Issue of 6 Preferred Stodc, an aggregate of $1,498,000.00 RECORD BOOK PAGE pro tern. 0007-s w p -00005253 i / :ia : im Minutes of Directors Meeting - Continued. per Talue; and of its third issue, consisting of 6$ Preferred Stock, $2,016,000.00 par value; that as to Its first issue and its second issue of Preferred Stock, aggregating in all $1,999,000.00 par value, such stock con tains no provision for the redaction or retirement thereof, and no premium is provided to be paid therefor. As to the third issue, consisting of 6$ Preferred Stock, aggregating a total of $2,016,000.00 outstanding, provision was made for the redwopt ion and retirement thereof at the rate of $110.00 per share with all accrued dividends; and that in order to provide for and Issue the proposed new Preferred Stock it would be necessary that the Conpany first redeem its third issue of Preferred Stock above referred to, at $110*00 per share plus accrued dividends* He stated that after full consideration the officers had de termined that It would be unfair to the holders of the first and second is sues of Preferred Stock to place them in a different or leas advantageous position than the holders of the third issue of Preferred Stock above re ferred to, notwithstanding the fact that their certificates contain no re quirement for redaction, or provision for a premium; and also that it would be advantageous to the Company, not only to keep the good will of all Preferred Stockholders, but to provide for but one class of Preferred Stock. He recommended that provision be made for redeeming all classes of Preferred Stock at the rate of $110.00 per share, plus accrued dividends, and that the privilege be extended to all Preferred Stockholders to exchange their shares at the above rate,, for the new Preferred Stock at par* RECORD BOOK PAGE 0007-SWP-000005254 A 21A7I la fc MT7 v-3 amf of Directors Meeting - Continued. - 6- The President farther stated that after full consideration the officers of the Coqpany bad also determined that in ease the stockholders ipprore the plan above outlined for providing for nee Preferred Stock, and for the increase in the authorised Coital Stock of the Conpany, it would U advisable, ae soon as such new stock end increases shall be authorised sad shall go into effeet, to tell up to $15,000,000.00 par value thereof, tad that the Conpany would be able to contract with the Cleveland Trust \Ceapaay ahd'its associates for underwriting such issue on a basis whldi scold net the Conpany $96.00 per share, which rate was as favorable as a. could now be obtained far such underwriting, end that such underwriting contract should be authorised by this Board. The plan outlined by the President and each step of the aae was then fully discussed end considered. Thereupon, upon motion, duly made and seconded, the following resolutions were, on vote, unani mously adopted:. RX30OTD, that it is for the beet Interests of this Coapany to obtain the emendsmt of its Articles of Incorporation so aa to provide; (1) for new Preferred Stock with a par value of $100.00 per share, to be Issued in parte or install ments, and to bear eunolative dividends at rates to be fined by the Board of Directors, as to the shares constituting each series proposed to be sold, not more at any tins than 7> per timurn, payable prterly each year; (2) for increasing the nutber of shares and the reduction of the par value of the Coaaon 8toA of the Omqsany from $100.00 per share to $35.00 per share: (3) that the authorised unissued aharee of Goonon Stock of the Company be converted into end issued as such new Preferred Stock, and the shares of Preferred Stock exchanged by the stockholders, or redeemed, together with eny authorised unissued Preferred Stock of the Coapaay, be reiecued ae such new Preferred Stock; sad (4) for the increase of the Coital Stock of this Coapaay from $21,000,000.00 par value thereof. 7 ic RECORD BOOK PAGE ATTES*p pro tern. OOCT-SWP-000005255 JUT* Ul U* 2*77 m of Directors Meeting - Continued. -7- at at present authorised, to $60,000,000.00 par valus, of which $20,000,000.00, divided into 800,000 share* of ths par falus of $25,00 each shall b C&amon Stode, and $40,000,000.00 divided into 400,000 share* of $100.00 each, shall be Preferred Stock, mi a majority of tho directors of this Company are hereby authorised, and directed to glre notice.of a special stockholders1 meeting to be held at the offlcee of this Company at such tins as they shall deem advisable, and ae required by law, to consider and act upon the proposed amendments and increase above re ferred to, which notice shall be substantially in the fora here to attached to the minutes of this seating, marked Exhibit *2"; BX IT FTStTBSS BXSOLVED, that in case the amendment to the Articles of Incorporation end increase in amounts of Capital Stock be approved end authorised by the stockholders, the proper officers of this Company be, and they are hereby, directed to prspare and file with the Secretary of State such certificates ae shall be necessary and propar, and to cause such action to ba published as required by lew, so that such amendment* and such lncrsass shall become effective in law: - Mr. H. &.Vhlttles*y then offered end moved the adoption of the [Allowing, resolution,-which motion was seconded by Mr, J.C. Beardeles, BSSOLTH), that in case and when such amendments and changes in the Articles of Incorporation of this Coapeay, and such increase* in Capital Stock shall be authorised, and shall become legally effective, it is for the beet interest of this Coapany that it issue and sell of the new Preferred Stock to be provided for, $15,000,000,00 par value thereof, composed of 150,000 shares of the par value of $100.00 each, to be ` designated Series A, and that as to said $15,000,000.00 of such Preferred Stock to be so sold, ths rate of emnalatlv# dividends to be paid thereon manually, in preference to Common stockhol der* of tho Company, toroid be, end is, hereby fixed at per annum, payable quarterly on ths 1st days of March, June, September end December each year, end that the Prssldrat or Tice President and Secretary of ths Company be, rad they are hereby, authorised in the name rad on bshalf of this corpora tion, and upder its corporate seal, to eater Into ra underwrit* lag contract with The Cleveland Trust Company, of which Hr. 7.H.Qoff, ono of ths directors of this Ooopaay, Is President, *m. A. Bead A Co., rad Borton A Borton providing for ths sals of such Preferred Stock, such underwriting contract to oontaln such terms sad provisions, and to be in such fora as said President RECORD BOOK PAGE ATTEST, pra tarn. 0007-SWP-000005256 2U71 1 U* 2>TT i )wif s* Directors Heating - Continued, -8- or Vico President and Secretary of this Coo^any shall determine, ths sals pries to bs received by this Company from such underwrit tr* to 'os not loss than $96.00 for oach $100.00 of fees value of Freferred'Stock so sold, sail Clarelaal Trust Coapany being permitted to partielpats in said underwriting as though said P.H.Goff wars not a Director of this Company; 31 IT 7UBT5Z& BXSOLTOD, that this Company call- for redac tion on Uareh 1,1930, its entire outstanding third issue of Pr^ ferrsd Stock hearing diridends at the rate of 6 per anrmm and ag gregating In outstanding shares $2*016,000 on the basis of $110.00 per share plus accrued diridends to said date, end that at the same time this Company offer to redeem and purchase on March 1,1920, from the holders of its first issue of Preferred Stock bearing dlvidcids at the rate of 7$ per anna end aggregating in outstand ing shares $800,000 par value, and from the holders of its second issue of Preferred Stock bearing dlvldmsds at the rate of 6% per annum and aggregating in outstanding shares $1,498,000 per value, all of the Preferred .Stodc of this Company held by thaa,- on aai'l basis of $110.00 per share plus dividends accrued thereon to March 1,1920. And that the 9e erstary of this Company be, and he is hereby authorised, mpowered and directed to issue such call and to maka such offer to redeem and purchase, at such time as ht shall isms propsr and shall ba necessary to eooply with the re$ilretMnts of such stock or any of it, and that out of tha funds of tha Company the treasurer of the Qoapany be, and he is hereby authorised end directed to deposit with and place at tha disposal of The Cleveland Trust Company of Cleveland, Ohio, Begistrar of this Company, ah amount auffieiaut to take up and pay for sail shares as presented. And the President or Sec retary of the Company is hereby authorised and directed to ad vise sail Preferred stockholders that the underwriters of the series of said Prsferrsd Stock to be presently issued have agreed to offer to said Preferred stockholders all and singular tha privilege of exdunging their present shares of Preferred Stodc of this Cc^aoy for amid nm Preferred Stodk, bearing ? dividends, on the basis of dhara for share, plus cash ajoal to $10.00 per share end accrued j^vldende; 3V IT VOBSra USOLYD, that the President or Ties Presi dent and fleoretary af this Company be, and they are hereby authorised and empowered for aid on behalf of this Company, to take such other steps, and do such other tilings, including the execution of such instruments, papers and agreements, and if fomd advisable executing or entaring into Interest bearing Interim eertlfieatee or agreemmxts for Preferred Stock of this Compeny, if, as and when determined upon by the underwriter* 'I I i RECORD BOOK PAGE ATTEST. pro tea. 0007-SWP-000005257 2iA7* m Lit an Jl too of Diroctoro Hooting - Continuod, -9 - of aald otodc, oad to porfors oil and singular ouch othor act*,as thoy ohall find noooooaxy or doon propor to taring about and fully aeooi^liah tho mattor* and things horolntaoforo outhorisod by this Board .and proTidod to bo dono* Tho rooolution, on notion, wao fully dlseussod by tho Dlroctors. Thornton, on bolng put to roto, all nonbors prooont t o tod in grot of ito adoption, oxoopt Mr.F.H.Goff, ufeodl&not onto, Thoro bolng no furthor buoinooo, tho mooting, upon notion 7 mads, socondod and carriod, adjoumod* RECORD BOOK PAGE ATTEST. 0007-SWP-000005258