Document q3Ydg53p0pm1YVyL4QeyKaL35

A Quarterly Meeting of the Board of Directors of the on48 lead Products Company was held at the office of the Com- . 25 Broadway, New York City, Tuesday, June 20th, 1922, at 0tclock P. M. PRESENT: Messrs. B. B. Thayer, William Wraith and G. Sperry. ABSENT: Messrs. Elmer A. Sperry, and C. F. Kelley. Mr. William Wraith, President of the Company, acted as firman of the meeting. The Secretary then read tha minutes of the Annual Meet- jjg of stockholders held on May 9th 1922, at 11 o'clock A M., showing the election of the following Directors: Messrs. C. F. Kelley B. B. Thayer Elmer A. Sperry William Wraith Edward G. Sperry On motion, it was unanimously RESOLVED: That the meeting proceed forthwith to the election of a President, a Vice President, a Secretary and a Treasurer. On motion, Mr. William Wraith was unanimously elected President of the Corporation. On motion, Mr. Elmer A. Sperry was unanimously elected Vice President of the Corporation. On motion, Mr. d . B. Hennessy was unanimously elected Secretary of the Corporation. On motion, Mr. D. B. Hennessy was unanimously elected Treasurer of the Corporation. M1074 Tke Chairman presented to the meeting the Balance jjjeet and Statement of Net Income of the Company as of May 31st,1922. On motion, duly seconded and carried.it was. EES0LV3D: That the said Balance Sheet and Statement of Hat income he approved and same is hereby ordered filed with the Secretary and made a permanent file of the Company in connection with this resolution. On motion, duly made, seconded and carried, it was EESOLVED: That the action of the President in author izing expenditures as follows, he and the same is hereby ratified, approved and confirmed: Hesearch and Development J.5,000.00 Equipment required for Pulp Lead Disposal 1,296.13 On motion,duly made, seconded and carried, it was BBSOLYED: That the action of the President in executing in the name and on behalf of the Company a Supplemental Agreement dated April 19th, 1922 with The Glldden Company of Cleveland, Ohio, be and the same is hereby ratified, approved and confirmed. This Supplemental Agreement made this 19th day of April, 1922, by and between ANACONDA LEAD PKODUCTS COMPANY, a corporation incorporated under the laws of the State of Delaware, and having its principal offices at New York City, New York, party of the first part, hereinafter referred to and designated as "Anaconda", and THE GLIDDEN COMPANY, a corporation incorporated under the laws of the state of Ohio, and having its principal offices at Cleve land, Ohio, party of the second part, and hereinafter referred to and designated as "Glidden", i WITNESSETH: p*rcoooo6ie5 WHERBA3, the parties hereto entered into a certain conunder date of the twenty-third day of September, 1921, for g gale, by Anaconda to and the purchase by Glidden of dry white 4 (which contract is the contract hereinafter referred to), and e parties hereto consider it to their mutual advantage to modify tii terms thereof as hereinafter set forth: HOW, THEREFORE, it is agreed: 1. As provided in Paragraph 14 of the Contract, Anaconda hereby notifies Glidden, and Glidden hereby accepts such notification jnd consents that the Contract is hereby extended for an additional period of four (4) years from and after the Thirtieth day of Sep tember nineteen hundred and twenty-two (September 30, 1922.) 2. The statement at the beginning of Paragraph 9 of the Con tract that the normal production of Anaconda's plant is approximate ly at the rate of Five thousand (5,000) tons per annum, is cancel led, but otherwise Paragraph 9 remains unchanged, except with re spect to the quantities of white lead to be sold under the Contract, irhich are increased in accordance with the following provisions of this agreement. The minimum of nineteen hundred and ninety-two (1992) tons of Anaconda dry white lead per annum which Glidden agrees to purchase from Anaconda and which Anaconda agrees to sell to Glidden, as provided in subparagraph (a) (being the first two paragraphs) Paragraph 7 of the Contract, is hereby Increased to Three thousand aix hundred (3,600) tons, and the monthly quota specified in the PNYC00006186 paragraph of One hundred and sixty-six (166)tona to be taken 1 Qlidden, and to be shipped by Anaconda, is correspondingly in- e& to three hundred (300) tons. The monthly minimum quantity .yea3 ,jry white lead which Glidden agrees to take may in any one month of reduced to not less than two hundred and fifty (2,30) tons; prot>* fided the quantity which Glidden shall take each twelve (12) months curing the period beginning with the first (1st) day of April, Uine- tseu hundred twenty-two i.1922) and ending the first (1st) day of a p - filt nineteen hundred twenty-six (1926) shall in no event be less tWa thirty-six hundred (3600) tons, and for the six (6) months* period from the fir3t (1st) day of April, Nineteen hundred twenty- six (1926) to the end of the term of the contract, September thirtieth f (30th), Nineteen hundred twenty-six (1926), the quantity which Glidden shall take shall be not less than eighteen hundred-(1800) tons; and I provided further that Anaconda in no one month shall be obligated to deliver more than five hundred (500) tone. 4. The additional monthly quantity of one hundred sixty-six ' 1 (166) tons which Glidden has the right to purchase and Anaconda obli gates itself to furnish in accordance with subparagraph (b) of Para graph 7 of the Contract, is hereby changed to two hundred (200) tons per month, the other provisions of said subparagraph remaining un changed. Glidden agrees that in addition to its obligation to pur chase a minimum amount of dry white lead, as provided in Paragraph 3 hereof, it will purchase its entire requirements of such dry white lead from Anaconda, except in those oases where the specifications f Glidden'a customers may require a different brand, and according ly, the first sentence of subparagraph (o) of Paragraph 7 of the I PrC0C006l87 . hereby amended to read as follows: 8* "In addition to the obligation of Glidden to pur- na3e a minimum amount of Anaconda dry white lead expressed in subparagraph (a) of thia Paragraph 7, (as modified by this gUpplemental agreement), Glidden agrees that to the extent of %-ae ability and willingness of Anaconda to furnish the same, Glidden .will purchase and use such lead to the exclusion of any and all other brands of basic carbonate of lead in all plants owned or controlled or operated by Glidden which use basic car bonate of lead, and to buy from Anaconda the total requirements of said Glidden plants (and of plants owned or controlled or operatei by Glidden) of basic lead carbonate, except of the plants owned or controlled or operated hy Glidden on the Pacifif Coast, and except in those oases where the specifications of Glidden's customers require a different brand." tie other provisions of said subparagraph (c) remaining unchanged, except as modified in this supplemental agreement. But it is expressly agreed that nothing in the Contract or in this supplemental agreement 3hall obligate Anaconda to deliver in any one month more than five hundred (500)tons of dry white lead (including therein the quantity specified in Paragraph 3 hereof;,ex cept to the extent of the willingness of Anaconda to furnish in ex cess of such five hundred (300) tons, as provided by subparagraph (c) of Paragraph 7 of the Contract, as modified by this supplemental greement. follows: 5. The portion of Paragraph 7 of the Contract reading as PNYC00006188 'The freight, charges from Anaconda's works to any destination to which Glidden may direct the shipment ; of white lead shall he home hy Glidden, but Anaconda will allow the freight to Glidden on shipments to the Heath 4 Milligan plant or other of Glidden's plants in Chicago, Illinois." s hereby cancelled,and the following is substituted for it: "Anaconda agrees to allow to Clldden the freight charges on shipments of dry white lead from Anaconda's plant at East Chicago, Indiana, to the Heath 4 Milligan or other of Glidden's plants in Chicago, Illinois, and also to Glidden's plants at Heading, Pennsylvania, Cleve land, Ohio, St. Paul, Minnesota, and at Hew Orleans, Louisiana; hut to any plant of Glidden which is located at any other point than Chicago, Cleveland, St. Paul, Hew Or leans or Heading, Anaconaa will allow actual freight, pro vided that if the actual freight (to any other point than Chicago, New Orleans, Cleveland, St. Paul or Heading) shall he in excess of Hive dollars ($5*00) per net ton. Anaconda shall allow Glidden up to hut not in excess of Five dollars (15.00) per net ton, and the excess of such freight above Five dollars ($500) per net ton shall be borne and paid hy Glidden; the freight to be computed on actual weight of dry white lead, including therein the barrel or container. All freight charges shall, In the first instance, by paid by Glidden." 6. (a) The portion of Paragraph 7 of the Contract (at the top page nine) reading as follows: I I ' PNYC00006189 "It is expected however that Anaconda may de3ire to . make shipment upon such orders from points other than 3ast Chicago, and it is agreed that upon any order for white lead given hy Glidden, Anaconda may, in its discretion, make ship ment of the lead ordered either in whole or in part from East Chicago or any other point or points at vdiich Anaconda Shall at the time have a stock of its white lead unsold and avail able for shipment. It is further agreed that Anaconda must ship upon such orders the amount thereof to the extent that it may have un sold stocks of white lead wherever situated, and that any failure to ship will not be excused merely because it has not a sufficient available supply of lead at Bast Chicago." hereby canceled, and the following is substituted for it: "If Glidden requests a shipment from one of Anaconda's local stocks maintained at a point other than Bast Chicago (which said request by Glidden Anaconda may accord or refuse, at the latter's option), then the total freight on such ship ment from East Chicago to said stock point and from the stock point to destination shall be settled for as follows: Ana conda shall allow to Glidden an amount equal to the amount which under Paragraph 7 of the Contract, as amended by Para graph 5 of this Supplemental Agreement, would have been al lowed by Anaconda to Glidden for freight had the shipment been made direct from East Chicago to the point of destina tion, and Glidden shall bear the remainder of the total freieht on the shipment from $aat Chicago to the stock point and from the stock point to destination." (b) All of Paragraph 8 of the Contract is hereby can- _____id PNrcooo06l90 celed, except the portion thereof reading as follows: "Adjustment arid payment of balance owing to either party by the other on account of freight under the foregoing provisions 3hali be made monthly at the time and place fixed for the monthly payment for lead to be made by Glid den insofar as the same oan at that time be ascertained." 7. Anaconda agrees that if Glidden pays for its shipments of ech month upon the twentieth (20th) day of the succeeding month, as glidden agrees to do in Paragraph 12 of the Contract (at the bottom of page fifteen), then Anaconda will allow Glidden the cash discount usual to the white lead trade, but in any event not in excess of ro per cent. (2%). 8. By reason of the fact that mixing Anaconda pulp lead in a centrifugal pulping machine is an experiment, Anaconda agrees to pay for the installation of the necessary equipment to a maximum amount of Ihree thousand Dollars ($3,000) in the Heath & Milligan plant of Glidden at Chicago, said equipment to remain the property of Anaconda, j with the understanding that at any time on or before April 3, 1923 ! Glidden shall have the option of purchasing the said equipment from , inaoonda at the cost thereof to Anaconda, including cost of installa tion, and if Glidden shall not exercise such option Anaconda shall af- tar April 5, 1923 have the right to remove the machine at any time at its discretion. Glidden shall be responsible for the oars and opera tion of said machine and shall indemnify and hold Anaconda free and i'ermless from any and all liability for personal injury or other lam- ae caused by such operation. Pyco0c 6l 9l Glidden shall have the right, at its. option to take from 3[1(ja pulp lead under the Contract in lieu of dry lead, provided Glidden .pfi. give written notice to Anaconda on or before the l^th 0 the month preceding the month in vhlch it requires delivery iti uulP lead specifying the quantity of pulp lead to be delivered and ' o Oonth of delivery. All the terms and provisions of the Contract 1s 1ich apply 1:0 dry Isad shall apply to pulp lead except as herein proflied. The price of pulp lead shall be the same as that provided with _(flpect to dry lead but shall be computed on the dry content of the lead, but if Clidden shall exercise its option under the preoedi* * ' jug paragraph 8 to purchase the pulping-machine equipment installed in its Heath A Milligan plant by Anaconda, then after Glidden shall have psid for the said equipment. Anaconda will allow Glidden a deduction of Pour dollars ($4.00) per net ton on all pulp lead theretofore and thereafter taken by Glidden, this deduction to apply only to the dry eoatent of such pulp lead. Anaconda agrees to provide the containers In which pulp lead 3hsll be shipped, and Glidden agrees to return them to Anaconda in substantially the same condition as when received. Ana conda will pay the freight from East Chicago to Glidden*s plants in Chicago on pulp `lead, and also the return freight from the said Chicago plants to East,Chicago on the empty containers. But if Glidden request shipment of pulp lead to places other than Chicago, then Glidden shall pay the return freight to East Chicago on empty containers and shall also pay all tha freight from East Chicago to destination on the *&ter content of the pulp lead, and with respect to the dry content the provisions of Paragraph 7 of the Contract as herein amended (by Paragraphs 5 and 6 hereof) shall apply. Por the purpose of com puting quantities under the Contract or this supplementary contract, Pulp lead shall be taken at its dry weight. PNYC00006192 Glidden will at all times afford the representatives of . tW u.-iis and methods of grinding Anaoonda white lead. .11 This supplemental agreement shall become effective as of { tbe month of March, 1922, and prior months, the provisions of Contract as originally executed shall govern. Bxoept as heregpecifically modified, the terms and provisions of the Contract remain in full force and effect. IS iVXTHESS WHEREOF, the parties hereto have caused this gjreement to be executed in their corporate names by their respectlT Presidents or Vice-Presidents and their corporate seals to be isreto affixed attested by their respective Secretaries or Assistant Secretaries as of the day and year first above written. (3EA1) Attest: D. B. HESlteSSX Secretary itteat: GUY W. HOUSE Asst. Secretary AHACODDA LEAP PRODUCTS COMPANY, WM. WRAITH President THE GLIDBEH COMPAHY By ADHIAS D. JOYCE, President. PNVC00006I93 mere being no further business before the Board, on ,t;ion duly made and seconded, the meeting adjourned. ---- jS-=> r<-. _ ^ Secretary. p n XC000061^