Document xz5Oa7k8VyGQ50K6pvQZdM53Q

1 iI 1 i i .t i t I, Guy G. Gabrielson, Jr., Chairman of the Board cf Kicolet, Inc., formerly Nicclct Industries, Inc., herelnafv.*r referred to as "Kicolet," do hereby state that: I. Upon information and belief. Turner l Kewail Li mi (hereinafter "TIM"), a major international asbestos company t In the United Kingdom, In the 1330's ncnuU*nJ nil the nutntan ! shares of Keasbey i ftattisnn Company (hereinafter aU i corporation with hcninunrt*rr. In Ambler, r.nnnyl vnnln; TSU ew all * he shares of WM until the dissolution f tb 7sjt~r in j 1967; and until 196? KRrM functioned nr. Lhe principal U.3. hrn I of the world-wide atossto* mining and mtnufacivrJng bvsf_->esr. I! TIN. {: * ** I` * 2. Upon information and halloT, thr Anti-Trust Divjr. m }. of Uh* fhiltrd f.Lnl.*r. -iVrnrt.iwiU. lur.ti*--- ii: l.lv W.*< > n.,n* - | Initiated a prolonged invest!rat 1 en of the afTaira of /ISA; U. | counsel to -XT.ft advised the officers oT 7SH not to vJsJL:the | United States during the five or sis years that the inveatica i' ` J continued; and the officers oT 7AU, during that time, vpt- p I .! 2led and annoyed by *hs apparently intercimhlr investigation I * j and. were frustrated in v.h*:ip efforts c:fT'*n.iv*iy to' manage* th / j 'United States subsidiary*. j 3- Upon information and belief, in the winter of IPo i j 1962 or in the spring cf 296? Tti: negotiated a sale of the as j of the Asbestos Cement Tie* Division of iltV. (the largest dlvi ; of KSH, consisting cf five plants geographically dispersed as the United States) to Certain-teed Products Corporation, a U. I company, in exchange for shares of the latter; and, having ag to sell a major share oT the assets oT KiK, t; on April 13, j | 196? eaused the hoard oT IMn-rtnrr. or KSK t rcomwrnd tin- di ! -nlnl I1111 oT -IIAK, a e*cmrn*ml.H. I m whlrli I.Ii.mi war. n?erp hv I 4 EXHIBIT 3 : n*>K mi th* rraoliitlnnn r> .utnrhrd ar. cnl *** Exhibit l i, In Bid-May of 1962, 1 heard references to the depl i slon to liquidate KIM. On May 17, 196? 1 telephoned KIM and: told by George Barge, Vice-President, that a decision to lief date had Indeed been reached and that, an of that tine, the '** sets of the corporation had been or would be disposed of as fo lows: (1/ the five plants and other assets of the Asbestos Ceaent Pipe Division had been or would be sold to Certain-teed Produets Corporation; (21 the assets of the Roofing Division in Pert.1 Amboy, New Jersey had been or would be sold to Bin i Sons, Inc.; | (3) the assets of the Asbestos Textile Divislot in Nashua, New Hampshire had been or would be sold America^ Asbestos Textile Corporation; and (4) operations at the Building Materials Divi3i in* Ambler', Pennsylvania had been discontinued some jj months earlier, sow of Its mnehirirry and -qulpm-nt tl ;j already had been sold and removed from the plan-, while title to Its land and buildings was, or short would be, subject to a contract of sale. Mr. Barge eoneludfd l>y saying Ll.nl. the only remaining for disposition were the assets located in Ambler, Pennsylvania related directly to 1.br> many Tartar- of tiidiinl.rl.il products (asbestos papers and boards, monolithic asbestos eernen boards, compressed asbestos she?L packing and thermal insulntie and that if I were interested in the possible acquisition of an portion of these assets by my company, Nicolct, 1 should discus: Lhr matter, nol. with him, bat. wilb a reprer.entnL I ve of TSW. 3. Because my company, Nicolct, was afflicted by a chronic problem of excess n:ib>*r.l.ns paper and millboard manufac turing capacity, it seemed logical to consider acquiring at least the asbestos paper and board manufacturing facilities of KtM for the purposr of retiring thrm frnm production and in the hope of bring able to capture snmr of the customers which they r ri/i ii !' < 1 i !!. l-u'^pnr:'.. ... | venter!'.*: , nupp) icr., |taLent:-., tr:i<b-warks and iT'.iinit!. of the KWS Industrial Produets Division. 9. In trans-Atlantic telephone conversations with hi Bateman of TIN on June 29th and July 3rd, 3 962, substantial agreement was reached on the terms of a Nleolet purchase of # fined assets of the KIM Industrial Products Division, jncludl agreement on the purchase price formula, subject to certain e> dltlons to be later satisfied. 10. The specified conditions were satisfied, on Septet 25, 1962 b" agreement of sale was executed by Nicolet and KM copy of the agreement is attached as Exhibit 11), and the trar action was closed on September 28, 3962. An noted above, the Board of Directors of KIK had recommended the dissolution of t corporation and the stockholders I-id approved that recnmm-ndnt prior to the commencement ol' negotiations with A euir. mltment to dissolve was not one of the conditions of the agree ment of sale or of the bill of sale, though In paragraph 11 of the agreement of sale KIN did "affirm its intention te cease t< do business and dissolve". 11. Oil Peptrmlirr ?*. ini?, NJcnlet purchased only a nor tion of the assets of the K&M Industrial Products Division. It did not purchase the substantial KIM assets located in other parts'of the country, and it did rot purchase in Ambler, Penn sylvania the head office building, the building products plant, the office building/auditcrium, tin: research and development building or the pipe plant. 12. On September 28, 1962, nicolet also purchased sales accounting, production, research and engineering files, records drawings and data, research and pilot plant equipment, raw mate rials, supplies, work in process and salable finished goods, bu only as related to business which had been or thereafter could be conducted with the machinery and otb~r physical facilities acquired (bill of sale is attached as Exhibit 111). 13* On September ."8. K4H nsr.lr.ned to Mtcolrt var ious patents, tradename:: ami 1 raiiiiKirk:: (in sunk* c.asis subject to a similar right In id. hers). * nly I which night -ft- I lii IiijS'Ih* Wf . i#.. .. plif 1 t; : ! f and other facilities acquired (copjcn of tlr* nr.3ir-nm#rn,-r f` tacbed as ExhlblLs IV, v and VI). - 14. Upon information and belief, the assets of KiM pur* chased by Nieolet were producing less than 2U2 of the total rr enues of X4K and less than 5f of total profits. 1 15. Upon information and belief, Nieolet at the time of the purchase hired less than 252 of the former employees of KM-: while other companies hired 702 or more of those employees. 16. The assets transferred to. Nieolet were acquired for total consideration of $1,145,000 consisting of cash, delivery a note and mortgage on the real property acquired, and an assig ment of a mortgage on premises located in Lansdale, Penneylvini theretofore owned by Nieolet; and the note and mortgage on the assets acquired later were tnr.s/error by KtF te Turner 4 Neva! Overseas, Ltd., an affiliate of T&N. 17. Pursuant*to the agreement of sale, KSM, on Septembe: 28, 1962, assigned to-Nieolet and Nieolet accepted certain mate rials supply eo"ntrnets, fabrientor/dintrlbutor ("servicer") ngrt raents, a tracking agreement, a warehouse lease, a playground lease, and a consignim-nr arvoomenl. (copy or anslnnim.-nt. In at tached as Exhibit .VII); and Nieolet, hy accepting the assignment agreed to honor the agreements assigned, subject in all signifi cant instances to the right of Nieolet to cancel on short notlcr 18. In the 1962 transactions Nieolet did not purchase or assume the genera] or product: liability insurance policies or Kf and such policies, therefore, were not considered in establish! the purchase price. 19. In view of tho roregeing, the only obligations as sumed by Nieolet in jrs 1962 transactions with K4K were: (1) Tn nliiKi1 on tin- nr.i'oement of sale ami t.* pav the prescribed purchase price for Lite assets nroulrf (?) To ruinII , subject to the right oT canei-ll- tion by Nieolet, the contract obligations specific ally assumed by Nieolet pursuant to acceptance of a written asslrnment a el os l nr;. (See Kxhlhlt VI])-. Hlcnh'l war. rais-riil I a:-.r.mn. i. ln-r nliI 1 gai Ion:: and P**t.lculnr can* in this ('rad Mr problems of KXH. KIM retained all liabilities not sp~cl riea2 1 assumed by Nleolet, including, aaenc others, the obligation to fund accrued retirement benefits of those KXK employees who late were employed by Nleolet. j 20. In the agreement or sale dated'September 20, 3 96? XXK consented to the use by Nleolet of the name "Kcasbey X Mattison Company", subject to a similar right In Certain-teed Products Corporation and, therefore, both companies possessed tt right to use that name after September 28, 1962. 21. Although from the closing date (September 28, 1?62) Nleolet uniformly referred to the acquired facilities as "the Ambler Plane of Nleolet Industries, Inc.", It adopted, for mar keting and certain other limited purposes, the trade style "Xeasbev I Mattlsor Company, hivlsior Hicolet Industries, Inc." and created, under a Nleolct executive, a special marketing grot to sell those products which Nleolet theretofore had not msnufa: tured. Vithin a few months following the asset purchase, Ulcelc marketing personnel concluded that the Kensbr- t Mnttisoa nnm- did not enjoy a" favorable reputation and, tltvrrrem, use of the trade ::t.v If.* gradually was pliaard "III. aj:iek:i*l nr.. skat.i.h.m\v on printed forms were Tixha us ted. After the Krasbey X Knit Ison name | had been cllmijtabcU, the special marketing group was dinhniKifd. i. 22. From September 28, 1962 through 1963 engineering, product development, market research and cost stadirs were under taken to determine whether or not Nleolet should continue its high pressure (molded) thermal insulation has 1 near.; on IVnembcr 12, 1963 It was decided, on economic grounds, to abundon the business; on December .Vi, llfij Nicolet an If) If? Un idwln--HJiitV - Hill Incorporated its inventory of calcium silicate insulations, Its stoek of molded insulation raw materials, and its calcium silicate receivables; and the last shipment of thermal lnsulatlc Jj materials from the Ambler plant was made on Oetober 15* 3 965. 23- Upon information and belief, at about the time of U purchase of certain KXM assets by Mlcnlrt. KXM and at least one of its officers or former orricrr* were indicted for violations 1 | of lh* federal anti-trust law:: ami, at a :*.uh:*.e*jn.*nt trial. were ?A. Pursuant to *l**c :: 1 on rr' rwt! by *' *>**klr.i1*l*-r :"! on Hay 4* 1962, KM, on December 12, 1962, filed a Certificate Election to Dissolve with the Corporation Bureau of the Deparid of State of the Commonwealth of Pennsylvania; but KM continued in existence until March 10, 1967 when a Dissolution Certifies* was issued by the Department of State of Pennsylvania (copies e Certificate of Election to Dissolve, Articles of Dissolution da February 1*, 1967, and a Certificate of Dissolution dated March 10, 1967 issued by the Department of State, together with a eer tlfleate from the Secretary of the Commonwealth certifying said certificates are attached as collective Exhibit VJIJ). 25. Upon information and belief, although KM was dis solved in 1967, T&H, the ultimate seller of the assets acquired by Nleclet in 1?6?, continues in existence to this day as a raui national corporation and thr second lament asbestos company In the world, doing business; in the.United States for many years a ter 1967 (and, in effect, continuing a major portion "bf the bus. ness which It conducted through KM) as the largest slngio stool holder of Certain-toed Product:; Corporation, find miwntJ" rtolrq. business in the United States through at leant on*: subsidiary ar various distributors or salon agents. Sworn to and subscribed before me thin l( a" day of November, 1976. .* _ i' S-Zti'X/* J) 1 _ ~v-M ''i*. .* nuw U. 5AC ttonr *-"* WMem iwn_ Wf Ciwnmminn Cl**** 5*S 19 f C. Rabr.1 rlson, Jr. r