Document wDg1mjX8n3ENjnd83En9KYb03

_ '(?) Q L XXHUTES OF SPECIAL MEBTIBG OF THE BOARD OF DIRECTORS OF DEWEY HD at.uv c.wfnrrr.n. COMPABY wet.d OS FRIDAY, AUGUST 23rd, 1935 AI 2*00 P. M* AS THE OFFICE OF THE CORPORAIIOH, 235 HARVEY STREET. IORI* flsfia.-------------------- ----------- :-------------------- A Special Meeting of the Board of Directors of Dewey flTM^ Alay Chemical. Company, notice of which was sailed to each Director on August. 14th, was called to order at 2:00 P. V* on August 23rd, 1935 at the office of the corporation, 235-Earray Street, Horth Cambridge, Hass* " There were present Hessrs. Alsy, Anderson, Dewey, Orlswold, Putnam, Lawton, Egan and Ferguson - being a majority - of the Directors* The ainutes of the Director? Meeting of July 1st were read and approved* The minutes, of the Executive Committee Meeting of August 16th were read and approved* Financial stateaents consisting of a balance sheet as of June 30th and various profit and loss stateaents for the first six.months were presented and discussed* Upon notion duly made and seconded, it was UHAHIHOUSLY VOTED: To declare the current dividend due on September 1st, 1935.of $3.50 per share on Preferred, Class A Pre- ferred and Class -B Preferred stock, payable on September 3rd,. 1935 to stockholders of record at the close of business on August 26th,. 1935* The President informed the meeting that he had under discussion with Raybestos-Manhattan, Inc* the question of a purchase by the latter company, of certain assets of Dewey and Alay Chemical Company- and subsidiary companies. uaed. in connection with the business of manufacturing and selling brake linings; andthat there was also under discussion as a part of the deal, the sale of all the capital stock in the following subsidiaries: Multibestos Company of Massachusetts and Walpole'Manufacturing Company* He also emphasized that the Executive Committee felt that, though there had been some Improvement in the position of Multlbestos operations, the intangible burdens incident to them were greater than were reflected in statistics and that they were taking altogether too large a portion of the time of the Company*s executives. 5 JHt- * ^,t-` * ?* iUP A i-Ll fc. ,,T*T---,|fTf*-s***f-~*( *vai* ` S' -! *v V;'" *.7.r;;:" T t^'* . ; - '-; fi>r- r.*.* . - ..4,. ` IV _if :VpQzrjBolQ8' duly--aade~and-saconded,--it-was------- UHABIMOUSLT Y0TJSD:8Ciai ^i' tha Boirc of Dirocserc of awii^Bgg^awiw,g|VtottannineT covering the sale of any or all *<rf. .the ..assets,.belonging, .to .this corporation, or- "~cll. Tj^r-^nd/or-belonging'.to any. of `its `subsidiaries? ; * c.";r,,t -'-/-^^rancltdlag'gqnlpnent, Inventory, patents^-licenses wv~and trademarks, pertaining to* brake linings and -dutch..facings,, and also .Including all the - cere- ... <~*` " Capital stock of* Multlbestos Company of Massa~chusetts and Talpole Manufacturing Company,. upoh such terns.and subject to such conditions of .. .as.the President-shall determine* - -~ Upon, .motion duly.made and seconded. It was ST -JL *oL::c.: ;To adjourn., -1:_; 7Jtc DSiSlLaUSLY TCfZL-;