Document renneR1LJrk392VnkLNDb64Za

Minutes of Meeting of' SXEGUTIYE COMfflTTEE' held FRESSHTli. Messrs, Martino, Burley, Saresche, Mex-sory Simon, Warshov, and. Wildner (J, A, Martino, Chairman; J. 3* Henrich, Secretary) PHJS1IW 'BI 1IWITAT10IU - Messrs, Carroll, Eobsx-tsoW and Reid. Up3. motion the following applications for appropriations were duly approved'! $ 6,241.17i As 959 001 3,336,00s , . :3 190 00 , , !5,472.89: 10 806 00 8,643.001 , . :768.17s 3 244 00 St. Louis Branch: Repairs and Alterations to Laboratory, Dallas Smelter and. Oxide Plant. Titanium Division. - St. Louis Plant, Repairs and Alterations to Hardinge Sand Filter and Auxiliaries. Repairs to Ho, 1 Anhydrite Tank Agitator Titanium Division - Savrevilla Plant Replacement: of Wood Covers on Digest Tanks Hos ?s 8,10, 13*14,J6,17. Annual Inspection and Repairs to S,CS Unit, Overexp. Repairs to Ho. 1 Proctor* and Schwarts Dryer, Wet Milling Section. Annual Inspection and Repairs to i!Bn Unit, Acid Plant, Repairs to Ho. 1 Warehouse Platform, Overexp. Repairs to Ho. 6 Calciner Feed&un Casing, Calcining Section, The Committee approved the proposal set forth in the letter dated Jims 29, 1949 from Messrs. 0. F Garesche and D. A* Merson, Tice Presidents, to J A. Martino, Presidents with respect to obtaining am exclusive license under the lead silicate and lead alumina-fee pigment patents and paint patents of L. 3. Barton for a fixed royalty of $3,00000 per year for thirteen (13) years as outlined in said letter There was presented and read at the meeting the following Plan of Liquidation of American Lead Corporation: ICAlORjSllDDli, OF AGBEFMBiT made this 29th. day of June, in the year One dv*tisane nine nnrdi ed era foity-nine,, 'by and between AMBSICAH IFAD lOPI'dR'AUOF a corpora oiot> organised eve sxis* ing under and by virtue of tre lavs A ths* Smie of iueljsns, par ty of the first part, and IfAflOML VA:i CCUAl?'., a oc'vpo.ual?.r'". organised and exi sting..under and by virtue " " the hewn th . r- infc bav yry of the second part. 0000-NU-00Q039101 EH-22-4-1 (EXECUTIVE COMMITTEE -, Jtm& 28*. 3.9^5 f I 11!S SET H ? IfflEEBASs the pasty of the second part Is the owner of stock In the party of the first part possessing at least eighty pep centum (SO# of the total combined voting power of all classes of stock en titled to vote and there are no other classes of stock of or in the party of the first parti and WHEREAS, it is desired, to distribute and transfer within the calendar und tenable year 19fl-9 all of thp property of the party of the first part in complete cancellation of redemption of all of its stock; ITOW, THEE233PORE, the parties hereto do hereby adopt the follow ing Plaa of Liquidation of the party of the first part and do hereby authorize the complete liquidation of the party of the first part pur suant to and in accordance with said Plans to wits By the distribution to the party of the-spcond part of all of the property of the party of the first part in complete cancellation or redemption of all of the stock of the party of the first part and (after payment of all the known debts, liabilities and obligations of the party of the first pas 0 the transfer to the1 pa.rty of the second part of all of fhe properry of the party of the first part within the calendar and taxable year 194-9? subject to ary and. all other debts, liabilities- and obligations of the party of the first part, which shall be assumed and discharged by the party of the second part, including the obligations, if any, of the party of the first part; to the holders of record of any shares of the stock of the party of the first part issued and out stand- lag and registered on the books of the' party of the first part otherwise, than in the name of the party of the second, part. And the .party of the second part does hereby agree, upon receipt of said property, to surrender or cause to be surrendered to the party of the first part all of fhe stock of the party of the first part issued and outstanding in complete cancellation or redemption thereof. And the parties hereto do hereby further authorize the dissolu tion of the party of the first part in accordance with the laws of the State of Indians.s under which the party of the first part x#as incorporated and organized and is now existing, 111 WITNESS WESEEOE, the parties hereto have duly executed these presents the day and year first above written by their respective officers thereunto duly authorized,. ' ATTESTS AMERICAN LEAD CORPORATION By - President ATTESTS Secretary NATIONAL LEAD COMPANY By ............................. President 0000-NU-000039102 ''V EH-2242 (MSOOTITS ' eOMIflll - June, 29, 19^9) thereupon., on motion duly made, seconded., and carried, it was duly and unanimous Is BESOLTEB,. That there be. and there, hereby is adopted the foregoing Plan of Liquidation as a plan, of liquidation of .JKEiHIOJSir LEAD GOEPGBL&TIO, and that there he and there hereby is authorized and approved the complete liquidation of said corporation, pursuant to and in accordance with said Plan,' to wit, by,the distribution to this: 'Company of all of the property of said corporation in complete cancella tion ox redemption: of all of the stock of said corporation and (after payment of all the known debts,' liabilities and obligations of1 said corporation) the transfer to this Company of all of the property of said corporation within the calendar and taxable year 19^9, subject to any and all other debts, liabilities and obligations' of said corporations which shall be assumed and discharged by this Company, including the obligationss if any, of said eomoratiioni to holders of record of any shares' of the stock thereof issued and outstanding and registered on the books thereof, : otherwise than in the name of this1.. Company? FQRTHEE. RES0L7ED, That there be and there; hereby is approved and authorised the dissolution of said corporation.!, in accordance with the laws of the State of Indiana under which the same was incorporated and organized; and FURTHER RESORTED, That the President or a Tice President of this Company be and he hereby is authorized, for an in behalf of this Company, to make3 execute and deliver a plan of liquidation in the foregoing form of said corporation and to cause the corporate seal of this Company 'to' be affixed thereto and attested by its Secretary or Assistant Secretary; and FURTHER RESORTED, That the officers of this Company be and they hereby are authorized, directed and empowered for and in behalf of this Company to do and perform any and all such acts and things: as in their Judgment may be proper, expedient, or necessary in and. about the liquidation and dissolution of said corporation'and the distribution of all the property thereof and the carrying out of the full intent and purpose of the foregoing resolutions, RESOLVED, That the properties and business to be acquired by this Company from its subsidiary, .American Lead Corporation, under the plan of liquidation of said subsidiary company, which was adopted by this Committee at its meeting held this day,, be and they hereby are -ordered to be organized and operated on and after the effective date of liquidation of said subsidiary company as part of the Chicago Branch of this Company. Upon motion, the meeting then adjourned. / c I / Secretary OQQO-NL1-Q00039103