Document rr2XYZwzzpM116YDeoJvaXJ

Tuesday, November 28, 1967, at 11:15 o'clock A.M. PRESENT: A. F. Bauer G. B. Coale E. J. Hanley J. B. Henrich J. M. Johnston J. MacGuffie J. A. Martino C. M. Merrell D. A. Merson T. F. Owens E. R. Rowley W. J. Welch The Chairman of the Board, J. A. Martino, acted aal Chairman of the meeting, and T. P. Mesick acted as Secretary] A summary of the minutes of the last preceding meet v] held October 24, 1967, was presented and upon motion, the reading of the minutes of the said meeting was waived and thefw minutes were unanimously approved. Upon motions duly made and seconded, the following', resolutions were each unanimously adopted: RESOLVED, That the actions of the Executive Committee as set forth in the minutes of its meetings 11 held October 25, and November 13, 1967, submitted at ! this meeting and involving expenditures and appropria tions of $10,940,863.00, be and they hereby are ( approved, ratified and confirmed. RESOLVED, That a dividend of $1.00 a share on the $5 par shares of the Common Stock of the Company now authorized and outstanding, and still outstanding on the record date herein fixed, be and it hereby is declared payable from Surplus Fund and Profits on December 22, 1967, to stockholders of record at close of business December 11, 1967. 0000-NLI-000022076 (BOARD OF DIRECTORS - NOVEMBER 28, 1967) DH-1053 There was presented and read at the meeting a Plan 0f Liquidation of Landover Manufacturing Company (a Maryland corporation) as embodied in a certain Memorandum of Agreement, a copy of which is attached to these minutes. Thereupon, on motion duly made, seconded and carried, it was duly and unanimously RESOLVED, That there be and there hereby is adopted the foregoing Plan of Liquidation as a plan of liquidation of LANDOVER MANUFACTURING COMPANY, and that there be 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 cancellation or redemption of all of the stock of said corporation and (after payment of all the known debts, liabilities and obligations of said corporation) the transfer to this Company of all of the property of said corpo ration within the calendar and taxable year 1967, sub ject to any and all other debts, liabilities and obligations of said corporation, which shall be assumed and discharged by this Company, including the obligations, if any, of said corporation 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 this Company; FURTHER RESOLVED, That the President or a Vice President of this Company be and he hereby is authorized for and in behalf of this Company, to make, 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 an Assistant Secretary; and 0000-NLI-000022077 DH-1054 (BOARD OF DIRECTORS - NOVEMBER 28, 1967) FURTHER RESOLVED, That there be and there hereby' is approved and authorized the dissolution of said LANDOVER MANUFACTURING COMPANY in accordance with the laws of the State of Maryland under which the same is incorporated and organized; and FURTHER RESOLVED, That the officers of this Company be and they hereby are authorized, directed andj empowered for and in behalf of this Company to do and ij perform any and all such acts and things and execute * all documents as in their judgment may be proper, * expedient or necessary in and about the liquidation s and dissolution of said LANDOVER MANUFACTURING COMPANY,$ the withdrawal of said corporation from the various * states where qualified, the distribution of all of the property of said corporation, and the carrying out of the full intent and purpose of the foregoing resolutions. In connection with the dissolution of said LANDOVER MANUFACTURING COMPANY under the laws of the State of Maryland, the following resolution, upon motion duly made and seconded, was unanimously adopted: RESOLVED, That in consideration of the Maryland Department of Assessment and Taxation allowing LANDOVER MANUFACTURING COMPANY, a wholly-owned subsidiary of NATIONAL LEAD COMPANY and a corporation organized under the laws of the State of Maryland, to dissolve, the said NATIONAL LEAD COMPANY, a corporation organized and existing under the laws of the State of New Jersey and qualified under the laws of the State of Maryland, does hereby agree that it will file, or cause to be filed, all returns required of the dissolving corpo ration and will asstime the liability for and guarantee the payment of all taxes accrued and owing by the ! 0000-NLI-000022078 DH-1055 (BOARD OF DIRECTORS - NOVEMBER 28, 1967) dissolving corporation; and that the President or a Vice President of said NATIONAL LEAD COMPANY is hereby authorized and directed to make, execute and deliver an assumption of liability document to the above effect, together with any and all other documents required in connection therewith, and the Secretary or an Assistant Secretary of NATIONAL LEAD COMPANY be and he hereby is authorized and directed to affix the seal of said Company to the aforesaid documents and to attest the same. In connection with the distribution to NATIONAL LEAD COMPANY of all the properties and business of LANDOVER MANUFACTURING COMPANY pursuant to the Plan of Liquidation of LANDOVER MANUFACTURING COMPANY as aforesaid, the following resolution, upon motion duly made and seconded, was unanimously adopted: RESOLVED, That the properties and business to be acquired by NATIONAL LEAD COMPANY from LANDOVER MANUFACTURING COMPANY, pursuant to that certain Plan of Reorganization dated December 31, 1967, between said NATIONAL LEAD COMPANY and said LANDOVER MANUFACTURING COMPANY, be and they hereby are ordered to be organized and operated after the aforesaid date of acquisition as the LANDOVER MANUFACTURING DIVISION of NATIONAL LEAD COMPANY under the immediate direction of a Manager, to be appointed from time to time by the Board of Directors of this Company or by the Executive Committee thereof, and of such other officers as may from time to time be similarly appointed, subject always to the general super vision and control of the said Board of Directors and of the Executive Committee thereof and of the executive officers of this Company; and that the individuals named below be and they hereby are appointed officers of the said Division as follows: i i 0000-NLI-000022079 (BOARD OF DIRECTORS - NOVEMBER 28, 1967) Arthur R. Millas Michael J. Yanulis Ralph X. Nardone Manager Production Manager Comptroller j i There was presented and read at the meeting a Plan of Liquidation of NATIONAL LEAD COMPANY OF MASSACHUSETTS (a Massachusetts corporation) as embodied in a certain Memo * randum of Agreement, a copy of which is attached to these minutes. Thereupon, on motion duly made, seconded and carriedj' it was duly and unanimously RESOLVED, That there be and there hereby is adopted the foregoing Plan of Liquidation as a plan of liquidation of NATIONAL LEAD COMPANY OF MASSACHUSETTS, and that there be 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 cancellation or redemption of all of the stock of said corporation and (after payment of all the known debts, liabilities and obligations of said corporation) the transfer to this Company of all of the property of said corporation within the calendar and taxable year 1967, subject to any and all other debts, liabilities and obligations of said corporation, which shall be assumed and discharged by this Company, including the obligations, if any, of said corporation 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 this Company; 0000-NLI-000022080 DH-1057 (BOARD OF DIRECTORS - NOVEMBER 28, 1967) FURTHER RESOLVED, That the President or a Vice President of this Company be and he hereby is authorized for and in behalf of this Company, to make, 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 an Assistant Secretary; and FURTHER RESOLVED, That there be and there hereby is approved and authorized the dissolution of said NATIONAL LEAD COMPANY OF MASSACHUSETTS in accordance with the laws of the State of Massachusetts under which the same is incorporated and organized; and FURTHER RESOLVED, 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 and execute all documents as in their judgment may be proper, expedient or necessary in and about the liquidation and dissolution of said NATIONAL LEAD COMPANY OF MASSACHUSETTS, the withdrawal of said corpo ration from the various states where qualified, the distribution of all of the property of said corporation, and the carrying out of the full intent and purpose of the foregoing resolutions. In connection with the dissolution of said NATIONAL LEAD COMPANY OF MASSACHUSETTS under the laws of the State of Massachusetts, the following resolution, upon motion duly made and seconded, was unanimously adopted: RESOLVED, That in consideration of the Massachusetts Department of Corporations and Taxation allowing NATIONAL LEAD COMPANY OF MASSACHUSETTS, a wholly-owned subsidiary of NATIONAL LEAD COMPANY and a corporation organized under the laws of the State of Massachusetts, to dissolve, I s i t< < i 0000-NLI-000022081 1. (BOARD OF DIRECTORS - NOVEMBER 28, 1967) the said NATIONAL LEAD COMPANY, a corporation organized and existing under the laws of the State of New Jersey and qualified under the laws of the State of Massachusel does hereby agree that it will file, or cause to be fiy all returns required of the dissolving comoration and will assume the liability for and guarantee the payment of all taxes accrued and owing by the dissolving corpora and that the President or a Vice President of said NATIQ LEAD COMPANY is hereby authorized and directed to make, execute and deliver an assumption of liability document to the above effect, together with any and all other documents required in connection therewith, and the Secretary or an Assistant Secretary of NATIONAL LEAD COMPANY be and he hereby is authorized and directed to affix the seal of said Company to the aforesaid documents and to attest the same. In connection with the distribution to NATIONAL LEAD COMPANY of all the properties and business of NATIONAL LEAD COMPANY OF MASSACHUSETTS pursuant to the Plan of Liquidation of NATIONAL LEAD COMPANY OF MASSACHUSETTS as aforesaid, the following resolution, upon motion duly made and seconded, was unanimously adopted: RESOLVED, That the properties and business to be acquired by NATIONAL LEAD COMPANY from NATIONAL LEAD COMPANY OF MASSACHUSETTS, pursuant to that certain Plan of Reorganization dated as of December 31, 1967, between said NATIONAL LEAD COMPANY and said NATIONAL LEAD COMPANY OF MASSACHUSETTS, be and they hereby are ordered to be organized and operated after the afore said date of acquisition as a part of the ATLANTIC BRANCH of NATIONAL LEAD COMPANY. 0000-NU-000022082 ************ MEMORANDUM OF AGREEMENT made as of the 31st cay of December, in the year One thousand nine hundred ana sixty-seven, by and between LANDOVER MANUFACTURING COMPANY, a corporation organized and existing under and by virtue of tne laws of tne State of Maryland, (formerly known as BORNE-LITE CORPORATION and originally known as THE WRIGHT COMPANY), party of the first part, and NATIONAL LEAD COMPANY, a corporation organized and existing under end by virtue of the laws of the State of New Jersey, party of the second part, WITNESSETH: WHEREAS, the party of the second part is tne owner of stock in the party of the first part possessing at least eighty per centum (80%) of the total combined voting power of all classes of stock entitled to vote and there are no other classes of stock of,or in the party of tide-fEralt part: and '' and. .transfer / 3y the distribution to the party of the second part of all of the property of the party of the first part in com plete cancellation or redemption of all of tne stock of the party of the first part and (after payment of all tne known usbts, liabilities ane obligations of the party of tne first part) tne transfer to the party of the second part of all of tne property of the party of tne first part within tne calencar and taxable year 1967, subject to any ana all other debts, liabilities and obligations of the party of the first part, WWCQ 8hSL1 a88Umed ana discharged by the party o* ^ part, including the obligations, if any, of 01 the ECOCt' first part to tne holders of record and outstanding ana of the party of tne first party o the first part otherwise registered on ^theofh-the party of the second part. than in thm^ o to. Pty of the ..cond Pt do.. O.t.0y **rec> upon receipt of eaid property, to surrender or cause to be rurrenoereo to the petty or the first parr all of toe stoca hi Che perry of the first pert issueu and outstanding in conoUtt cancellatioa or redemption thereof. * -->l ---i - c fin accordance .;r. . k'jtjitf prganlxed and is vk.'r. , ., , ... IN WITNESS WHMttl, the parties -hereto have duly executed these presents this /p-^day of December, 1967 as o the day anc year first above written, by their respective officers thereunto duly authorised. LANDOVER MANUFACTURING COMPANY Ca k \By. /* f__ .-L . `.... Vice President ATTEST: / Secretary FLAB 0/ LIQUIDATION of NATIONAL LEAD COMPARY OF MASSACHUSETTS *************** MEMORANDUM OF AGREEMENT made as of Chis 31st day of December, in the year One thousand nine hundred and sixty-seven, by and between NATIONAL LEAD COMPANY OF MASSACHUSETTS, a corporation organised and existing under and by virtue of tne lavs of the Commonwealth of Massachusetts, party of the first part, and NATIONAL LEAD COMPANY, a corporation organized and existing under and by virtue of the lavs of the State of New Jersey, party of the second part, WITNESS ETH: WHEREAS, the party of the second part is the owner of stock in the party of the first part possessing at least eighty per centum (601) of the total combined voting power of all classes of stock entitled to vote and there are no other classes of stock of or in the party of the first part; and WHEREAS, it is desired to distribute and transfer do hereby authorise tha complete liquidation: bf the party of the first part pursuant to and in accordance with said Flan, to wit: 0000-NLI-000022086 plete cancellation or redeeption of all of the acock of cho ! party of the first part and (after peyeent of all the known i debts, liabilities and obligations of the party of the first part) the transfer to the party of the second part of all of || the property of the party of the first part within the calendar and taxable year 1967, subject to any and all other debts, liabilities and obligations of the party of the first part, which shall be assuoad 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 outstanding and ; registered on the books of the party of the first part otherwise Secretary -3- 0000-NLI-000022088 DH-1059 (BOARD OF DIRECTORS - NOVEMBER 28, 1967) Upon motion duly made and seconded, the followin OCr resolution was unanimously adopted: RESOLVED, That the Salary Committee be and it hereby is authorized and directed to adjust the salaries for the year 1967 of those officers and employees of the Company or its subsidiaries, who in its judgment are deemed to deserve the same. Upon motion, the meeting then adjourned. Secretary 0000-NLI-000022089