Document zz8R5VBvJ9y4VEN0eVXzryQw0

FILE NAME: Allied Signal Bendix (ASB) DATE: 1959 Sept 16 DOC#: ASB113 DOCUMENT DESCRIPTION: Board of Directors Meeting Minutes & Agenda 924 T PLAINTIFF'S i EXHIBIT AGENDA s BOARD OF DIRECTORS MEETING September 16, 1959 O Listing of Additional Stock and Authorization to U Transfer Agents and Registrars - Data on Division Operations - Death of Members of Quarter Century Club - lit tie tiiibert (Waukegan - UetireaT 5 irani^y "notirod) 6 APro8ularU" 1SUt^ 5 tIn6 Special Board Meeting of of August August 19, 1959 31 , 190 7 8 9 10 11 A REGULAR MEETING OF THE BOARD OF DIRECTORS OF JOHNSMANTILLE CORPORATION was held in the offices of the Corporation on the 11th floor at No. 22 East 40th Street, New York City, on Wednesday, the 16th day of September, 1959, at 9:30 in the fore noon. quorum: The following Directors were present, constituting a . Henry C. Alexander John D. Biggers C. B. Burnett Edgar G. Burton L. M. Cassidy A. R. Fisher ' Joseph A. Grazier . Roger Hackney John W. Hanes C. F. Rassweiler E. M . Voorhees A. R. Fisher, Chairman of the Board and President of the Corporation, acted as Chairman of the meeting and presided thefeat and Herbert Morton Ball, Secretary of the Corporation, acted as Secretary of the meeting and kept the minutes thereof. A notice of the meeting and affidavit of mailing the same to all the Directors of the Corporation were presented to the meet ing and, on motion, duly made, seconded,- and unanimously carried, were ordered filed with the minutes of the meeting. The members of the Board of Directors had been furnished in advance of the meeting with most of the material which would be of value in aiding their consideration of the matters appearing in the agenda book. . In his Monthly Report, the Chairman advised that in order to produce the quantity of Permacoustic required to meet the sales forecast, the officers of Johns-Manville Products Corporation pro posed to enlarge the finishing department, replace present finish ing equipment with improved and higher speed facilities, and add a high-speed drying oven at the Alexandria Plant at a cost of $519,060 (of which $131,660 was expense). In addition to increasing capacity, these moves would also reduce costs. The return on investment was 29%. The officers of the same subsidiary proposed to expend $830,130 (of which $270,000 was expense) for the installation of facilities in the Pipe Plant at Watson for the bulk handling and dust control of raw materials which, by their nature, were very dusty. An unsatisfactory condition existed not only in the immedi ate working area but also in areas where other personnel were lo cated. The proposed equipment was similar to that in operation at o 9-/6-S? other pipe plants. Mr. Fisher advised the meeting that the Watson Plant was originally built in 1937, at which time it had a capacity of 16,000 tons with an annual value of $2,000,000. This capacity was enlarged in 1947 and was now turning out 77,000 tons valued at $15,000,000, but without any improvement in the original dust con trol system. He pointed out that dust counts were still above the State of California and Johns-Manville standards. At present the potential liability for compensation for employees already affected by these unsatisfactory conditions was over $1,000,000 and the con ditions must be corrected. The expenditures required solely for dust control amounted to $449,130 and would yield no return. The expenditures required primarily for dust control but which would also result in some cost reductions amounted to $381,000 and the yield would be 10%. The total amount would be expended at the rate of 10% in 1959, 50% in 1960 and 40% in }961. - After discussion, it was the consensus that the proposed expenditures by Johns-Manville Products Corporation were justified and it was recommended that the officers of the subsidiary proceed in accordance with their plans. The Chairman, in his report, also advised that the option was exercised on September 15 to acquire F. E. Schundler & Co.,Inc. for 148,000 shares. Additional negotiations since the Board special meeting on August 31 reduced the price by another 1,000 shares. The closing date would be September 22. The patent suit brought by Great Lakes Carbon, which could have involved a liability of $500,000 or more, was settled through direct negotiations with . Great Lakes Carbon on a satisfactory basis. The suit was cancelled. Johns-Manville agreed to recognize Great Lakes Carbon's patents and to pay a royalty under certain defined conditions. A satisfactory royalty arrangement also had been made with three of Schundler super vising personnel for the production and sale of an acoustical product developed by them. Several samples of this product were submitted to the meeting. Notices of this acquisition would be distributed to employees of both organizations, Friday, September 18. The press would be given a minimum of facts about the acquisition for publi cation on Monday, September 21. Plans for operation of the Board Plant by the Building Products Division, and the ore body, mill and the remainder of the business by the Celite Division would be com pleted, and personnel was now being interviewed to determine those who would best fit into the organization. The Chairman's Report further informed the meeting that Johns-Manville had been offered by the Kennecott Copper Company a part interest in the development and operation of an asbestos fibre mine in Greece. After careful study and consideration, management did not feel that this was an economically desirable investment, and therefore had advised the Kennecott Copper Company that JohnsManville was not interested in joining with it in this venture. The Chairman briefly summarized a report on the status of appropriation expenditures, September 1, 1959, and a report of n J-Zt-sy iioo1toe?herd i t r o n aS t v L ! l n to p e r a t L * 959j!" ? aia<\.alled a TM > of the agenda In the possession of the Direct" ! * h forBe<i part which p r esM t e r ! a t e s t h|pe" tinii?esultsly S ^ i i f o " Pr''ldent' ing that August sales of n s nnn *s * _^n^ored the meet- August with the s ^ l n S i b S i S ^ k ? J e5e 2 *80.000 ahead of last S&T&.{L-ffi~iSLS* eight months, sales w e *24? 939^ o S 8,?`7S S "hs. For n z ~ i K i r s n r ,t ? ,s H j i oS i oos s r " j p s s r o S ' i S ? (orln4e f i 2g~ ^ i ^ th^ r s e ^ g ^ - T m i s s - K pSH S-. being made to determine the l a u s M m ! ^ i . ? T tBil,d S`udiea TM TM the foregoing 1958 figures includei L . O . F . ^ a s I J S e i s ^ p a ^ " ments - l g ^ v s ^ f a s o S ^ 8 ?ep" it included "Summary of Secured month of August exceeded $30,000,000^f o r lie" l S h i S J L if0?""*1516 ^ last report, on asbestos paper and millboard inii+IS th? reductions on roofing granules would result^**1 " terials> price per year. JJew monthly^ecorll ior ihe Droduc? ! ^ ' . ^ 8 $12?'000 oC^ o - 0sfh??rbCaTis" C The E & i S~* day and present supplies would be^ixhausted^tober 7 ? l * per inthestride6iTiSSiSTSTLSS2S." Si rLSd,, i r noch" * reopening clause, wages were increased 4% and an eiehthnaidW?i< f ! L ? ; ? r f r nted- i* ParkOTa>" .g agreemeit ias reacheJ w u i the electricians on a two-year contract expiring September l iq i effectIveeSepiemSerdl4l l|6 0 ^ "w c t a o n S V ; 1''2* *""" dem e ' signed which would expire August 17, 19 . * l l T d T e r t ^ c r l L l ? 4% and would be increased 3% effective August 17, 1960. At Stockton a two-year agreement was reached to September 1, 1961. Wages were increased 4$ with provision for wage reopening discussions on August 31, 1960. An eighth paid holiday was granted effective in 1960. The Chairman called attention to that part of the agenda book containing resolutions relating to. the acquisition of F. E. Schundler & Co., Inc. Thereupon, on motion, duly made and seconded, the follow ing resolutions were unanimously adopted: RESOLVED that the action of the officers of the Corporation . in exercising the option to purchase all the issued and outstanding shares of stock of F. E. Schundler & Co., Inc., an Illinois corporation, in exchange for an aggregate of 148,000 shares of authorized but unissued Common Stock ($5 par value) of the Corpora tion be and the same hereby is in all respects ap proved and ratified; RESOLVED that the form of the Agreement dated September 22, 1959 between Johns-Manville Corporation and lir.F.E. Schundler, Mrs. L. H. Sprague and Mr. A. C. Marshall presented to this meeting be and the same hereby is in all respects approved and that the Chairman and President or any Vice President of the Corporation be and each of them hereby is authorized on behalf of the Corporation to execute and deliver an Agree > ment substantially in such form with such changes therein as may be approved by the officer executing the same, such approval to be conclusively evidenced by such execution, and that the Secretary or any Assistant Secretary be and each of them hereby is authorized to affix the seal of the Corporation to the Agreement as so executed and to attest the same; RESOLVED . that the proper officers of the Corporation be and they hereby are authorized to cause to be issued and delivered certificates for not exceeding 148,000 fully paid and non-assessable shares of Common Stock ($5 par value) of the Corporation against the sale, transfer and delivery to the Corporation of all the outstanding shares of stock of F. E. Schundler & Co., Inc., in accordance with the terms and conditions of the Agree ment referred to in the preceding resolution; RESOLVED that the Chairman and President or any Vice President or the Secretary be and each of them hereby is author ized to make application on behalf of the Corporation to the Mew York Stock Exchange, the Montreal Stock Exchange and the Toronto Stock Exchange for the list- a d d i TM ? " iPOn "otlce * issuance o1 the additinal shares of Common Stock of the Corporation the issuance of which has been authorized at this file^and&d0 ii d i,1 aCts and thin*s and to execute, It1! * * ? deliver all papers, instruments or documents as may be necessary or appropriate to effect the list- ofgsaiHSSid shares of Common Stock on each Si ?id ?tock ^changes and that the Chairman and President or any Vice President or the Secretary be and each of them hereby is designated by the Corpo ration to appear before the Committee on Stock List of the New York Stock Exchange and before an appro- ?iiai % COnuaittee of any other of said Stock Exchanges and before any other body having jurisdiction in the authority to make such changes in / said aPPjJcation or any agreements relative thereto or any other document required in the premises as iSr listiSg^Sary t0 COnform with the requirements \RESOLVED that for the purpose of an original issue of shares of Common Stock ($5 par value) of the Corporation ^ ! ; n,Guaranty Trust Company of New York and National p*ust Company, Limited (Montreal and Toronto), Transier "gents for the Corporation's Common Stock, be and ffS? f them hereby is authorized to countersign cer tificates representing up to (for both of said Trans fer Agents) 148,000 additional shares of said Common St? ? m ^ hen-such certificates shall be presented to said Transfer Agents duly executed on behalf of the Corporation, and to procure the registration thereof by the Registrar for the Corporation's Common Stock located in the same city as the Transfer Agent so countersigning (the Chase Manhattan Bank in New York N.Y and Montreal Trust Company in Montreal and Toroito, Canada) as such Registrars, they being respectively hereby authorized to register such certificates, for not exceeding in the aggregate (for both of said Registrars) 148,000 additional shares of said Common Stock when such certificates shall be presented for registration duly executed on behalf of the Corpora^ tion and countersigned by the Transfer Agent for the Corporation's Common Stock located in the same city as the Registrar so registering and thereupon to deliver said certificates when so countersigned and registered to or upon the order of said Transfer Agent; RESOLVED that the proper officers of the Corporation be and each of them hereby is authorized to do all acts and things iifign' ??a1, execute, acknowledge, file, record and deliver all papers, instruments, documents and certificates from time to time necessary, desirable or appropriate to be done, signed, sealed, executed. '7 *1*! a?knwleded, delivered or recorded in order to effectuate the purposes of the foregoing resolu tions or any of them or to carry out the transactions contemplated by the Agreement presented to this meetxng RESOLVED that the following be, and it hereby is, adopted as a new Section 25 of the Retirement Plan of JohnsManville Corporation and subsidiaries: SECTION 25. F. E. Schundler & Co., Inc. -1 * 5xcept as hereinafter specified, no employee of F. E. Schundler & Co., Inc. shall be eligible under this Plan. 6 / 2. An employee who is transferred from the "Company" (as defined in paragraph 2 of Section 1 *2 F * E * Schundler & Co., Inc. shall be eligible for participation in the Plan upon fulfill- \ in the requirements of paragraph 6 of Section 1 \ hereof. The eligibility of any such employee or his participation in the Plan (in the event he shall have become a participant prior to his employment by^ F. E. Schundler & Co., Inc.) shall continue subject to all the provisions of the Plan. The Retirement Committee may provide that his contributions be made in funds in lieu of salary deduction. ' , .3 * "F * E * Schundler & Co., Inc." as used herein shall mean the Illinois corporation bearing said name on the date this section was adopted, Septem ber 16, 199, and said corporation as it may be known from time to time pursuant to duly adopted changes of name thereof. The directors-were advised of the death of the following members of the Quarter Century Club: Mattie Gilbert, who at the time of her retirement in 1949 was employed at the Waukegan, Illinois, Plant. Stanley Dokmanus, who at the time of his retirement on May 1, 1959, was employed at the Waukegan, Illinois, Plant. Stanley F. Bentley, who at the time of his retirement in 1958 was employed in the Dutch Brand Division. On motion, duly made and seconded, resolutions of condo lence were adopted and the Chairman was directed to see that coDies were transmitted to the family and fellow-workers of each of the deceased. The Chairman stated he would entertain a motion with re spect to the minutes of the regular Board meeting of August 19, 1959, and the special Board meeting of August 31, 1959, copies of which had been provided each of the Directors at the commencement of the meeting. Thereupon, on motion, duly made and seconded, the minutes, as submitted, were unanimously approved as recorded. The Chairman presented his recommendation for an increase in the compensation of two employees whose annual salaries were in excess of $25,000. The Board unanimously approved the Chairmanfs recommendation and directed that appropriate notations of such approval be filed with the Secretary as amendments to Confidential Minute No. 42. Thereupon, on motion, duly made and seconded, it was unan imously resolved that the meeting adjourn. Secretary 9--/-S'?