Document rx77Nxa1eooGxapvxqr852Er

1935 Jo. 1. On Februezy 26, 1955 the regular quarterly meeting of the Board of ulrectors of 2 Rnberodd Co. was held at the office of the campttiy, 5C0 ZiSih Avenue, Sew Xork City. There were present Messrs. Herbert Abraham; -. 3. Harris; Stanley Woodward; LI. C. Whitaker; C. F. Batchelder; Q. rotter; ilex Jerecki; 1. C. Euges. "The President made a full report of the jnmal .meeting of the otockholders of Jhe Euberoid Co. which was held at Boimd Brook, Ii. J. on February IS, 1955, and stated that the present Bosrd had been reelected with the addition of two nan Directors, namely, S. P. Moffit and C. H. Smith, to fill vacancies, also that the total number of shares represented in person and by prov at the meeting amounted to 103,036 representing 78% of the total mnber of shares Issued and outstanding. On motion duly made and seconded, Mr. M. C. TThitaker was appointed Chairman end . H. Johnson Secretary of the meeting. The resignations of S. ?. Mofflt and C. H. Smith as Directors of The Euberoid Co. were presented and on motion duly made were unanimously accepted, same to become effective immediately. The meeting proceeded with the election of officers for the ensuing year. On motion duly made and seconded, Herbert Abraham was unanimously elected President; E. H. Morris, T. M. Rianhard, Stanley Boodward, 3. B. Harris and L. C. Rugen Vice Pres idents; ??. B. Harris Treasurer; 6. F. Bahrs Assistant Treasurer; and E. M. Johnson was appointed Secretary. On notion duly made and seconded, it was unanimously resolved that the present members of the Executive Committee be reappointed for 1S55, vie: Herbert Abraham, T. M. Rianhard, M. C. Whitaker, C. F. Batchelder, n. B. Harris. Mr. Whitaker thereupon resigned the chair to Ur. Abraham. The President read the minutes of the last quarterly meeting of the Board of Directors held November 27, 1934, also the minutes of the Executive Committee meet ings held November 27, 1934 and January 22, 1935, which mere unanimously approved. The President presented the Balance Sheet as of December 31, 1934, also the Profit and Loss Statement for 1934, as prepared by Price, Waterhouse & Co., which on motion duly made and seconded mere unanimously approved. In connection with the foregoing, the President made the following comparisons be tween the 1954 and 1933 showings,' viz: (a) Net sales in 1934 amounted to $8,572,302. vs $7,053,054* in 1S35, representing an increase of 21.3%. (b) Gross operating profit in 1934 anointed to $2,238,932. vs $1,677,537. in 1933, representing an increase of 53.5%. In 1934 the gross operating profit amounted to 26.1%dT the net sales vs 23.8% for 1933. (c) Overhead expense in 1934 amounted to $1,752,109. or 20.4% of the net sales vs $1,543,224., representing 21.9% of the net sales in 1933. (d) Operations in 1934 resulted in a profit of $413,807. (4.9% of net sales) vs _ $146,968. (2.1% of net sales) _in 1S33-.------- :----------------------------- (e) Net current assets anointed to $5,479,081. in 1934, vs $5,424,207. in 1933, representing an increase of $54,874. (f) Cash and securities amounted to 43,296,152. in 1934 vs $3,073,196. in 1933, representing an increase of $222,956. (g) Inventories at the close of 1934 amounted to $1,781,965. vs $2,053,115. at the close of 1933, representing a decrease of $271,150. 01-0005462 -2-- The President presented figures *an*Hg the results of the Etemit business for the year 1334, and p-i out that the net sales of Etemit produces increased frcn $549,146. in 1333 to 999,999. in 1394, anointing to 62.1$. Toe President presented the Profit and Loss Statement of The Euberoic Co. for r.mroTy J25, snn.< pith the figures for 1931, 1352, 1333 and 1934 respectively, as follows: January Net Sales' (Less Deduct) 1951 553,927 1932 423,759 1933 212,631 1954 337,384 1935 383,865 69-1/3% of 1931 90-1/2% of 1932 180-1/2% of 1933 113-3/4% of 1934 Profit or Loss 917 44,120 81,898 43,647* 37,935* * Inclusive of Eternit The President presented the Cash Statement as of February 25, 1955, as follows: Bank balances..........................$1,033,186.19 Bonds............ . 1,301,874.79 Tax Title to Pier Property (Lang)*.......... 2,885.60 Begulsr Demand Deposits................. 507,530.09 Savings Basks.......... ................ 13.759.72 $2,859,256.39 Less minority interest (The Lang Compaq?,}.................. 56.251.48 $2,822,984.91 The foregoing shoved a decrease of $271,124.66 from the Cash Statement reported at the last meeting of the Executive Committee held January 22, 1935, -which is accounted for by $53,000. advanced to the E. & S. Purchase Corporation, $38,000. losses in Jamary, plus February losses, increase in inventory, greater volume of accounts outstanding and decline in collections. Ur. Harris reported that on January 25, $100,000. worth of New Fork State Notes had matured that on March 1 there would mature $50,000. worth of 4--1/2? Bonds of the City-of New Fork, and on March 15 $50,000. worth of U. S. 2-1/2? Treasury Notes. After full discussion and on motion duly made end seconded, it was resolved to purchase $100,000. of U. S. Treasury 3% Bonds due June 15, 1946-1948, and $100,000. of Home Owners Loan Bonds 2-3/4? due August 1, 1949-1939, at the market. The President reported in detail the following subjects which had been discussed at the meeting of the Executive Committee held this morning: (a) Lang investments; (b) method of writing off retired machinery in closing our books for 1334; (c) method of figuring depreciation during 1935; (d) report on trade conditions; (e) counsel's report re listing of Ruberoid shares; (f) "silicosis" suits at St. Louis and contemplated steps in connection with safeguarding ourselves against dust hazards; (g) investigations regarding the manufacture of carbon dioxide and the addition of "rock wool" to our line of manufactured products. 01--0005463 -5- On notion duly made and seconded, it was unanimously HZSOLES) that a quarterly dividend of twenty five cents (25j0 per share he and hereby Is declared on tne capital stock of the company, payable March 15, 1935 to stock holders of record as at close of business March 1, 1255. TTik'Tni-w nTStJiiVJUj -that the proper officers of Phis coi*poration be and hereby are authorized to deposit with The Chase National Bask of the City of Sew York as dividend disbursing agent, such sun as may be required to pay such dividend. The President reported the further steps that had been taken in connection with the listing of Ruberoid shares on the New York Stock Exchange. On motion duly made and seconded, it was unanimously resolved that Hannon St Evans be retained as general counsel for the compaiy for 1955 at a fee of $4800. per annus, also that Lester F. Dittenhoefer he retained as patent attorney for the Com paq for 1955 at a monthly fee of $333.33, the latter to remain in effect as long as Ur. Dittenhoefer*s services are satisfactory. Ur. Harris made a full report regarding the operations of the R. & S. Corporation and stated that uqp to February 25 we had advanced $233,500. to this compaiy and that our purchases of hone improvement paper during the last three months have been as follows: December $72,094.59 -.January $52,046.24 -- February to date $49,975.47. The President explained the circumstances which resulted in an impasse in cur nego tiations with the Vermont Asbestos Corporation and stated that it will be unneces sary to ratify the purchase contract discussed in detail at the November 27, 1954 meeting of the Board. The President also outlined the developments in Washington, as a result of confer ences between the Department of State and the Belgian Commission and stated that he had received reports to the effect that the reciprocity trade agreement between the United States and Belgium would doubtlessly involve a reduction in the tariff duties on asbestos-cement products, at present amounting to 1/f per lb. on colored materials and 3/4#S per lb. on uncolored materials. Mr. L. C. Rugen outlined the installations completed and under way at Bound Brook pertaining to the manufacture of asbestos-cement shingles, the new press for man ufacturing flat and corrugated aheets, the blowing equipment for refining as phalts, etc. On motion duly made and seconded, Messrs. Price, Waterhouse St Co. were appointed auditors for the company for 1335. The meeting thereupon adjourned.