Document qjMQmO6M6jg66X4emZY0y45

A Quarterly Meeting of the Board of Directors of the lead Products Company was held at the office of the Com . 25 Broadway, New York City, Tuesday, June 20th, 1922, at lock P. M. PRESENT: Messrs. B. B. Thayer, William Wraith and jlirard 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 the minutes of the Annual Meet- jjg of stockholders hell 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. I i N11074 f`*rcooo61gii The Chairman presented to the meeting the Balance 5i.eet &nd Statement of Net Income of the Company as of May 31st,1922. i On motion, duly seconded and carrled.it was. RESOLVED: That the said Balance Sheet and Statement of Hat income he approved and same la 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 RESOLVED: That the action of the President in author- izing expenditures as follows, be and the same is hereby ratified, approved and confirmed: Research and Development * ,5 000.00 Equipment required for Pulp Lead Disposal 1,296.13 On motion,duly made, seconded and carried, it was RESOLVED: 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 AHACOHDA IKAT) PRODUCTS COMEABY, a corporation incorporated under the laws of the State of Delaware, and having its principal offices at Hew York City, Hew York, party of the first part, hereinafter referred to and designated as "Anaconda", and THE G1IDDEH COMPAHY, 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", W I T H E S S E T H: P*YCO0006165 WHEREAS, the parties hereto entered into a certain conrct under date of the twenty-third day of September, 1921, for ' gale by Ahaconda to and the purchase by Glidden of dry white th _d (which contract is the contract hereinafter referred to), and 1 . 0 parties hereto consider it to their mutual advantage to modify tb 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 and 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 JO, 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 Rive 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, which are Increased in accordance with the following provisions of this agreement. 3The 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 Gliduen, 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 PNrcoooo6ia6 4 paragraph of One hundred and sixty-six (166)tona to be taken ! (jlidden, and to be shipped by Anaconda, is correspondingly in- 3ed to three hundred (J00) tons. The monthly minimum quantity jjj-y white lead which Glidden agrees to take may in any one month iuced to not less than two hundred and fifty (250) tons; pro fj4ed the quantity which Glidden shall take each twelve (12) months iJirinfc the period beginning with the first (1st) day of April, nine- ; taeo hundred twenty-two i.1922) and ending the first (1st) day of ap- 1 ri4t nineteen hundred twenty-six (1926) shall in no event be less J jj^n thirty-six hundred (3600) tons, and for the six (6) months' 1 period from the fir3t (1st) day of April, Nineteen hundred twenty- Jsix (1926) to the end of the term of the contract, September thirtieth (30th), Nineteen hundred twenty-six (1926), the quantity which Glidden . shall take shall be not less than eighteen hundred-(1800) tons; and 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 (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- Glidden agrees that in addition to its obligation to pur chase a minimum amount of dry white lead, as provided in Paragraph 5 hereof, it will purchase its entire requirements of such dry white lead from Anaconda, except in those oases where the specifications f Glidden's customers may require a different brand, and according ly, the first sentence of subparagraph (o) of Paragraph 7 of the PNycoq00618? <a hereby amended to read as follows: & "In addition to the obligation of Glidden to pur ct- as a minimum amount of Anaconda dry white lead expressed ln subparagraph (a) of thia Paragraph 7, (as modified by this 3U?Fl8mental agreement), Glidden agrees that to the extent of 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 tray from Anaconda the total requirements of said Glidden plants (and of plants owned or controlled or :i operatei by Glidden) of basic lead carbonate, except of the plants owned or controlled or operated by Glidden on the Pacifif Coast, and except in those cases where the specifications of Glidden's customers require a different brand." tie other provisions of said subparagraph (c) remaining unchanged, icept 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 sdiite 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 fragment. 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 be borne by 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 Glidden 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 Gulden's plants in Chicago, Illinois, and also to Glidden*a plants at Reading, Pennsylvania, Cleve land, Ohio, 3t. 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 Orleans or Reading, Anaconaa will allow actual freight, provided that if the actual freight (to any other point than Chicago, Hew Orleans, Cleveland, St. Paul or Reading) shall he in excess of Rive dollars (5*00) per net ton. Anaconda shall allow Glidden up to hut not in excess of Rive dollars .a, 1 ^ j | ($5*00) per net ton, and the excess of such freight above Rive dollars ($5.00) per net ton shall he home and paid by 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 j I I PNYC00006189 .. 1 <. "It is expected however that Anaconda may desire to make shipment upon such orders from points other than 3ast Chicago, and it is agreed that upon any order for white lead given by Glidden, Anaconda may, in its discretion, make ship ment of the lead ordered either in whole or in part from 3ast 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 1 [: a sufficient available supply of lead at Bast Chicago." U 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: Anaconda shall allow to Glidden an amount equal to the amount J : ! ! 1, j j which under Paragraph 7 of the Contract, as amended by Para- j graph 5 of this Supplemental Agreement, would have been al lowed by Anaconda to Glidden for freight had the shipment I been made direct from Ea3t Chicago to the point of destina- j tion, and Glidden shall bear the remainder of the total freitht on the shipment from JSast Chicago to the stock point and from | the stock point to destination." (b) All of Paragraph 8 of the Contract is hereby can- j j( i I p*rcoooo,61 90 1 ' "Adjustment and 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 Glidden insofar as the same can at that time be ascertained." 7. Anaconda agrees that if Glidden pays for its shipments of eSch 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 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 Three 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 5. 192} ! Glidden shall have the option of purchasing the said equipment from , inaconda at the cost thereof to Anaconda, Including cost of installa tion, and if Glidden shall not exercise such option Anaconda shall af ter April 3, 1923 have the right to remove the machine at any time at its discretion. Glidden shall be responsible for the care and opera- , | .( tion of said machine and shall indemnify and hold Anaconda free and termless from any and all liability for personal injury or other lam- ae caused by such operation. YC ooco(>l9l Glidden shall have the right at its option to take from e0nia pulp lead under the Contract in lieu of dry lead, provided . ciidden give written notice to Anaconda on or before the 15th i? 0f the month preceding the month in vto ieh it requires delivery vi uulP lead' specifying the quantity of pulp lead to be delivered and ` month of delivery. All the terms and provisions of the Contract ,,ich dry lead shall apply to pulp lead except as herein pro- lifld. The price of pulp lead shall be the same as that provided with -speot t0 dry lead t)Ut shall be computed on the dry content of the lead, but if Clidden shall exercise its option under the preced- yg paragraph 8 to purchase the pulping-machine equipment installed in lt3 Heath 4 Milligan plant by Anaconda, then after Glidden shall have pid for the said equipment. Anaconda will allow Glidden a deduction pour dollars ($4.00) per net ton on all pulp lead theretofore and thereafter taken by Glidden, thi3 deduction to apply only to the dry eontent of such pulp lead. Anaconda agrees to provide the containers in which pulp lead shall 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 the freight from East Chicago to destination on the aster 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- Ptting quantities under the Contract or this supplementary contract, Pttlp lead shall be taken at its dry weight. ' PNYC00006192 .10 Glidden will at all times afford the representatives of caas to its plants for the purpose of observing and atudy- *- ^ oaratus and methods of grinding Anaoonda white lead. . t *pp .11 ' This supplemental agreement shall become effective as of 1st. 1922, and apply to all shipments which, in accordance provisions of the Contract, are invoiced as of the month ipril. 1922, an<i thereafter. With respect to shipments which ,,ordance with the provisions of the Contract, are invoiced as jb . month of March, 1922, and prior months, the provisions of | ji to Contract as originally executed shall govern. Bxoept as here- I is spsoi^011^ modified, the terms and provisions of the Contract jjjjll remain in full force and effect. IH WITHESS WHEREOF, the parties hereto have caused this (greement to be executed in their corporate names by their respectlT Presidents or Vice-Presidents and thair corporate seals to be Mrto affixed attested by their respective Secretaries or Assistant Secretaries as of the day and year first above written. AHACOHDA LEAP PRODUCTS COMPAlfY, By_ Wit. WRAITH President D. B. HEHlfBSSY Secretary Attest: CUY W. HOUSE Asst. Secretary THE GLIDBEH COltPAHY By ADSIAH D. JOYCE, President. PNVC00006193 Thera being no further business before the Board, on tion duly made and seconded, the meeting adjourned. ----h=? rO: Secretary. ~5 pNXCOOOObl94