Document rxv5L16NLzpRpRd955J2yK7w0

FILE NAME: Metropolitan Life (ML) DATE: 0000 DOC#: ML060 DOCUMENT DESCRIPTION: Minutes of Executive Committee Meeting MI1TJTBS 'J-fii ) 9 3 o f ) B e - * ' "s^ s y /1*5f ?) Of LXECUTIVE CO..L..ii'f-:. mlk-TIUG Held at 25 Hall Street V.ednesday, Jan. 8th at o:o3 ? ui# Present: Messrs. Bartow Seigle Whitney Voorhees (Secy.) I. As the Minutes of the last Executive Committee Meeting held on December 13th were read at the Directors' Meeting held December 16th, no approval was necessary. II. t. R. Seigle: (a) Certaintecd. Y.Tiile we have no detailed figures available showing the sales by classes of commodities, it ;v: s thought that if we could get this company at a bargain price, something not higher than the present market quotations for its bonds, preferred stock and common stock, i.e., 55j, 45 y, and 12, that there is a possibility of its proving attractive after a thorough investigation. They have plants and properties at thirty-six different locations throughout the United States. Their roofing business and gypsum would undoubtedly tie in very well with our distribution, l.ir. Bartow stated that their contact had been through two of their directors who are interested in selling us control. It was de cided we were not interested in buying control and that we want all the assets and liabilities or none. ur. Whitney thought it would be desirable, to spend (15,030 to $25,030 for a financial and business investigation to be handled by both Lybrand, Ross Bros. & Montgomery and Sa.nderson & Porter, Johns-Manvilie to have a representative working as an employee of each firm while this investigation was in progress. Mr. Y.hitney stated that it was not desirable for us to obtain an option before making an investigation, but should purely proceed on the basis of taking a ulook-eee" at it before making any proposition whatever due to the character of the management of that company. Mr. Bartow stated he would oroceed on this basis and see if this company was willing for us to make the investigation. Mr. Bartow felt that we ought to be able to obtain this company at a lower cost figure than the present market value. Mr. Whitney stated that there were certain parts of the business, for example, floor covering, which might not tie in with our operations, that would be desirable to transfer or sell to Congoleum, and there night possibly be other similar operations which would not tie in with us that it would be desirable to dispose of. Mr. Bartow is to advise us after his contact with the two directors. * (b) Turne-r-Nerall. Ur. Bartow stated that they had received a cable from their London office stating tlr t this company ras Tallin." to sell us ,500,010 shares for control. They would not divulge the price until the time thrt v.e showed actual interest or had a personal representative visit them in Lngl.-nc. Ur. Lhitney said th; t it appeared advisable not to let then five us a price at this time as v:e knew nothing about their operations, and he suggested that wc prepare a questionnaire of the infor mation thrt we desire furnished us, this questionnaire to be sent to the Turner-Newall Co. and the information compiled by them. (c) Celite Competition. The potential con>stioion of the Decalite Company was discussed. Ur. Eartow stated that he thought v.e were buying monopoly and was very much surprised to hea.r there was competition. Ur. Seigle explained tint there were diatomsceouc earth deposits all over the world, but it was a question of quality and diameter of each deposit, and although there, were none at the present time to compare with Celite, there may be developed at any time a deposit of a similar quality, and though small in size, of commercial volume. It was explained th-t our `policy Y/a.s to get the business, and both Mr. hhitney and sir. Bartowagreed on this policy, even insofar as it pertains to the Fleishman Company. (d) Appropriation of SCO.000. to increase Magnesia cr one it' at baukegar. we are at present from four to six weeks behind et all factories manufacturing this commodity. It is very desirable that we im mediately proceed with the expenditure of 60,000 to increase our haukegan capacity from 15% to 0%. Approved. (e) Shawiniran Power Contract. Mr. Seigle explained that the five year contract provides for a price of about .005 per kilowatt-hour as compared to a price of .0045 on the ten year basis, and that it was our recommendation, as there was a potential saving of approximately $1000 per month, that we sign the ten year contract. lir. hhitney stated that he objected very much to the original twenty-five year contract, and that he would endeavor to obtain a five year contract at the ten year price if possible. It was explained that the contract had been traded for sis: months and this was the best we could do, and therefore, approval was given to proceed on the basis of the ten year contract. III. E. U. Voorhees: (a) Central Insulating & Supply Company - Approval to purchase. Our purpose in buying this company was explained as being to eliminate a contractor tlir.t would not prove satisfactory in our Cleveland District, thus permitting the Rankin-Dutney Coro, to operate immediately therein. The approximate basis on which approval was given was: first, the purchase of the net worth - 5- 6 .0 of ^eceuber 51st, 1959 subject to check on our mart, representing approximately $50,000. Second, 15# on Contr; cts in Process rpnroid.nis.ting $90,000, representing an expenditure of $15,500. Third, give the Central Insulating & Supply Co. 10p on the labor cost of the Cleveland Terminal job. Fourth, a compromise amount of $565. Approximate total cost, $50,065. The Rankin-Dutney Corporation is to take over all contracts, as much of the inventories as they require, as well as equip ment, furniture and fixtures, and it was estimated that the total maximum actual loss sustained on this transaction would be $5000, to be offset by additional gross profit T.dth materials to be supplied by us on contracts uncompleted between $10,003 and $15,000. The Treasurer was authorised to do all the acts necessary in completing this deal. (t) liir. Bartow's signature on Annual Reoort to the State of Nebraska. Signature obtained and report returned to hr. Sager. (c) Authority for discontinuance of our Treasurex*1a account in the First Rational Sank of M i n n e a p o l i s . _______________ __ Authority granted. (d) Advertising and Sales Promotion Program for 1950. Copies of our Building material and Brake Lining booklets for distributors were shown to .'decors, Uiitney and Bartow, and it was explained that our ales Promotion Program for the year 1950 was complete and out approximately three months earlier than last year. (e) Johns-Manville Sales Corporation. It was explained th: t the organiz; tion of the Johns-Manville Sales Corporation proceeded very smoothly and thrt the manu facturing corporation is being held up pending Ur. Ward-well's legal opinion on doing business in the State of Illinois. It was also stated thr t the Asbestos hood & Shingle dissolution was being speedily pushed to the conclusion. (f) Asbestosis. The survey of our factories and mines made by Dr. Lansa of the Metropolitan Life was stated as being nearly completed and the preliminary report from Dr. Lansa states that he sees no reason for us to worry about the situation. Our attorneys are working with Judge Clark on the ambulance chasing tactics of the attorney for the plaintiffs, ana we ex pect a report shortly on this. (g) Luropean Trio The Treasurer explained that we have nearly a million dollar investment in Europe at tiie present time and rather than telce a three weeks vacation in the South it was most desirable for him to survey our internal operations in Europe. Ke expects to leave Feb. 22nd and return just before the Annual meeting which is wo be held March 28th. r V - 4- (h) Cash c.nd Cash Position Forecast, Our cash on December 31st in banks subject to draft, exclusive of Imprest Funds, was (-2,118,000, approximately (400,000 less than the forecast, which difference was due to poor collections from our railroad accounts as well as a loss of collection momentum in the "hestern Division due to splitting the Accounts Receivable from Division headquarters to District offices. Y*e can see no reason why this uncollected cash will not accrue in the month of January. Cash Position Forecast was presented for January. (i) QE<tera & & fete. The orders for the month of December were approximately the same as for the month of December last year,, and although final billed sales for the year are not complete due to the fact that at the year end the billing is held open to include all shipments, tiie preliminary figures show that there will be a 1% or 2% in crease in billed sales for the month of December. (j) Authority for execution of Acoustical Contract rt Cincinnati. Authority granted. IV. General Business Conditions; iir. Bartow stated that business was rather 'spotty", but saw nothing to be worried about. Saptasb*r It, 1950 Or. F. V. iirtMUar', urgaoa-ln-Charga , Ibiraau of Itlaca Co-oparttlra Cllals, Plabar, Oklabaaa. Oaar Or. Marlvathsrt Z hava Just toad a taltpboaa coavarsation itn Or. Sayoro aad a# tails m toat you pataad your f. M. g. axaaloatloa. Plots seospt ay siaoara coagrttul*tloas. I snoot tall you So* glad X as to Saar that you Sava gottsa your oosnlasloa la tha arris* tad Z thlak tbs Sarriaa is to ba soagrttulatad also. 1 do not kao* of anybody la tbs sarriaa So Sas aora ability than you bav*. stoat Saataoba* SI Or. ftUar la brinslna dora froa Caaada ISO X-ray fUas asd X haps to gat bald of 60 otbars that wars takaa a fa* a-- tbs ago. goff-- all sill probably 49 to Plobsr about tha firat weak is Ootobar aad X aa aaklag hla to tato tSe plsturas with bla aad go oaar tSaa its you, if you 1X1 ba ao bind. X da sot too* Soa X shall oaaa to Plohar aaxt. X hava gat to ga ta tha A. f. K. A. aoatiag la fart Varth ao Ootobar.S7,`but it is doobtful whatbsr 1 cos gat to flobar at that tlaa. Its bast ragards aad bast vlshss to Irs. Sarlmthar aad yotirsslf, X aa lnoaraly yours, A. A. laaaa, l.D. Aaoiataat Sadlaal Olroetor.