Document xjv9R9pdm816J7Lnx5GryVpJG

m.JJUK53 OP RBGUIAR MSffilLY KaKDIKB o p sm bg abd op DiRscsxaa o p TUB OLIODEII COX?Al?jf Miuutcn of t!xs i-e-juler monthly iotir.g of tlw Board of Directors of Tho Gli&don Ca'Apany hold. in tlic Directors ItcoM of the office a of tho Cots^sany, 00 Union Coemrc Building, Clevoland, Ohio, on Tueeday, April 22, 1S>0, at 9100 A.M. TXg foUcwlrtc directora ver proseat! Alexander D. Duncan i*. W, Waxay John H. Weeks Robert D. Homer Willica 0. Phillips ViUard C. Lighter l&rvoy h, Slaughter 0. M.lfelsey w. David stalleup Messrs. Dcight P. Joyce, Cholmm, and George S. Warner vere not present at th Electing. Mr. H. L. Loson, General Purchasing Agent, tma present during consid eration of the General Purchasing Department rcpcxrt, In tlw absence of the Chairman, Mr. lighter, Executive Vice President, presided and Mr* Horner, Secretary, recorded the ninutoa. Copies of tbs minutes of the March mooting of the Directors having teen nailed to each director, the Directors present, on notion node and eoaonded, unanimously agreed to diepense with the reading of the minutes and approved then as they appeared In the coplea received by then. On notion nada and seconded the Director** unanimously approved notion token by tbs Executive Cconittoa since tbo March seating of the Board of Directors, as reported in copies of minutes of the Executive Cc&oittee mootings nailed to each director. r'Lr>o0t. 3348 Messrs. IXmcun, Slaughter, Halooy, and Stallcup respectively reviewed current operations of the Paint, Food, Chemicals-PignmntB-Matals, end Soutliem Cheoiicnl Divisions. Hr. lighter dl&cuosod current Chcraurgy Division operating results. Following consideration of financial etateoemts for the raonth of JJoroh aa cot forth in the Controller's Monthly Reportb, Mr. Lighter emphasised the need in all Divisions for maintaining earnings during tbo balance of current fiscal year vhich would bo at least comparable to those of tho previous year, in order that dividend payments at tho current quarterly rate night be maintained. Mr. Duncan, Vice President in Charge of tho Paint Division, eulroittod e proposed contract for acquisition of tho paint business of tin? General Paint Corporation of San Francisco, California, together with a rocoesaendatlon cot forth in a memorandum dated April 11, 19;$, distributed prior to the mooting to oaoh director, urging approval of the acquisition. A summary of tho proposal by Messrs. W. P. stetrelborger, Assistant Secretary, and R. E. Dorfraeyor, Direotor of Acquisitions, was attached to the DKraorandum. Following careful consideration of Mr. Duncan's recocnend&tion, the Directors unanimously approved tbs proposal set forth in Messrs. Stetrelborger'c and Doritoeyer's suumry. On motion node and seconded it was unanimously RESOLVED, that the Purchaso Agreement with the General Paint Corporation, a Nevada corporation of San Francisco, California, submitted to this meeting and covering the purchase by this Company of certain assets of the Paint Division of the said General Paint Corporation, be and It hereby is approved; and FURTHER RESOLVED, that Willard C. Lighter, Executive Vice President of this Company, be and he hereby is au thorised to execute said Agreement and all such other documents as may be required by and to do everything necessary to consummate said purchase. GL noOP 14 7 4/82/58 3349 The Directors accepted tho Seventh Semi-Annual Progreso Report of the Comnittoe on Branches doted March 31, 1958, as distributed to each director prior to tbo meting. Mr. Duncan vao thereupon excused from the meting. The Treasurer presented a brief report on the status of tho Cc&pony'a short-term loans, ca.Bh position, accounts receivable, and inventories. The Directors accepted a report of the special cossnittoe appointed January 28, 1958 to study plans for reducing management salaries and effecting other coat savings. A copy of the report, doted April 21, 1958, hod been sub mitted to each director prior to the meeting. A further report will be mode by the Ooamlttco at the May 27, 1950 Board meeting. Consideration was given to the monthly report of the General Pur chasing Department dated April 21, 1950, as {submitted by Kr. Clark P. Hhxson, Vice President in Charge of Purchasing end Trade Relations, to each director in advance of the meeting- Mr. R. L. Lozon, General Purchasing Agent, was present during consideration of Mr. Moxson*8 report and discussed purchasing developments with the Directors. All PF2*a approved by tho Executive Caaaittee and the President, as well as those PTE'e approved by the Vice Presidents and General Engineering Deportment, as sot forth in reports prepared by the Accounting Department dated April 14, 1950, covering tho month of March, were, on notion made and seconded, unanimously approved by the Directors. On motion made and seconded tho Directors unanimously approved PTE So. 32-33-A In tho amount of $93,081 covering additional expense incurred in construction of tbo Chcaicals-Pigacnto-Metals Division** Adrian Joyce Work* si n0081 a h 4/22/58 3350 titanium pigront plant in Baltimore, MoryleM, resulting froa interruption of the plant*o construction program pursuant to action taken by the Board on Aviguot 27# 1957* She Directors considered and, on motion made and seconded, unanimously approved PF3 Ko. 39-206-A in the amount of &>7>000 covering expenditures to ho incurred over and above a total of $170,500 previously authorised by the Directors for changes in and additions to engineering plans prepared by the Ska&berg-Oleon Ccepany for the Chsaurgy Division's Indianapolis protein pleat. Mr. Lighter aid It was expected that PFE Ko. 39-206-A would permit the Chemurgy Division to complete all engineering work to be perfanned by Skodberg-Olson In connection with tho Division's Indianapolis protein plant project. Mr. Halcey, Vice President in Charge of the Chemicalo-M^nents-Metol# Division, reported on the status of financing arrangements being negotiated with the Mexican Government through its credit agency, Hacional Financiers, S.A., by Industrlao Quinicos Baslcas de Mexico, S.A., of Mexico, D.P., with whoa tho Company had entered into a Technological Assistance Agreement for construction of a titanium pigment plant in Mexico. Be stated that no significant progress hod been reported as to arrangements reviewed with tho Executive Cocmittee April 1, 1953 and summarized in minutes of a meeting of the Committee held that date. It was reported that the agreement entered into with IXiaont-Airplane & Marins Instruments, Inc. for the sale of the Company's Scranton, Pennsylvania plant and lead pigment business, as authorised by tbs Executive Committee March 3, 1958 and ratified by the Board March 25, 1956# had not been performed by Dumont, but that It was anticipated that following continued negotiation a satisfactory GLD00fil<9 h/22/56 3351 arrangement might be worked out vhoreby this transaction would, with certain modifications, ultimately be concunated. Ac noon no such negotiations are completed & revised proposal vill be submitted to the* Executive Comittoe. Mr, Lighter reported on negotiations undertaken in connection with Project "A" &3 reviewed vlth the Directors at the March 25, 1950 mooting. A confidential report on an investigation of the Project, completed at the direction of the Future Profits Coctaittce, Jiad been submitted to each director prior to the mooting. Mr* Lighter explained that doYeloptnents in furtherance of the Project, as reported at the March meeting, did not permit a definite rccoffiarmdation to be usds t6 the Board no to cuty specific action. At 11:50 A.M, the mooting vns recessed by tlia Acting Chairman for luncheon and reconvened at 1:30 P.M. The Board further considered a proposal originally presented on August 27, 1957 by Dr. Stallcup, Vice President in Charge of the Southern Chemical Division, for construction of a lacvomcnthol chemical plant at Jack sonville. Action on tills proposal had been deferred at that meeting until the Kovewber 26, 1957 meeting, and at the latter meeting until the Jamary 20, 1958 meeting. At that time action on the proposal vas further deferred until the April meeting pending completion of additional work on plant design and engineer ing. Dr. Stallcup recannanded that the Directors indefinitely defer further action cm the project while additional engineering studies were being completed end pending clarification of the Company's financial position insofar as it affected the advisability of proceeding with this particular plant expansion program. g i noobi-0 V&2/58 S> )' 1*^/ ivs Mr. Maxoy, Vice President in Charge of Finance* reported to the Directors on the status of hio Dcpart.uent's contemplated plans for eeourlng additional financing. He described briefly erranseitisnts being mode in prepar ation for ouch financing, as well no factors he belloved detomir.&tiv an to the time a public offering of debentures could be advantageously arranged. The Foreign Tra&emrk Coaciittcc'a quarterly report for the period January 11 through April 10, 195& was accepted by the Hoard. The quarterly report of the Donations Gcmlttco for the period December 1, 1957 through February 2C, 1955 wan accepted by tho Hoard. The Diixictoro reviewed the Secretary's monthly report dated April 10, 1958 on raattors on vhich Directors and Executive Ccsaraitteo action had bean taken aryl on which other action vue pending. Mr. Kelsey reported that the Choreleals-Pigycnts-ibtala Diviaioji'o ilcsauito exploration program being conducted near Ferjuirxllna, Florida on land earned by ihiyonier Incorporated would bo discontinued on or before the tm<l of the current month and that tho rouults of the program vould bo further evaluated at Baltimore prior to any recommendation being mode by his Qiviuion with respect to tbo option grunted the Company in its agreement v.tLth Royonier e approved by the Executive Coacaittoo on October 10, 1957* The Directory considered a rotireiHent policy for tho Company's wholly-cvned Venezuelan subsidiary, Glidden International, C.A., proposed by the Pension Ccmlttce. Following a brief discussion it una unanimously decided that the proposed retirement policy should, be autaitted by the CoiJ^any to Qlldden International with a reccioBcndation for its adoption. hj22/5& Gl / There "being no farther business to caao before the Directors, the mooting ww adjourned at 3s30 TVL* C'LDOo&itj hf2j$$