Tobacco Documents Online

.•I t I 'c`,r.)~.)r:'.t01'. fiF' , U ~:1-e L:tl:?rr ' tlC L.t. ; (`n1 I L t:tlclIIl i r t"le J.ler?-t'nn JYP l h::cn ilt:{ t±j . .. .. ~.Vi ; 1 r 1t, rZr ~lt''' • .iC I? . ' t' 1 (`Cf•: Ro (in -T1 :aiiy{'m{)er tanC to ce ma t le.^. r a] 1 tl)e rectors. Present, t:le to '.1rc=i nV : :•'.essr5.. ,I. . . . Cu Da Da D+{ aa k': l lman, irr- mmann vi s - Pui s tchcr '.,hee GK~' r ;: . . La P. Ro wler oer .i. G. S naoa i:Pi 1 Wei ss er man :{. ... Ri ddel l , Di rec tor L meri tl{s \b : sent: .; . H. Wi l ki nson, Jr. A. E. Lyon, Honorary Chairman 1i. S. Cullman, Director Emeri tl{s L. G. iianson, Director Emeritus K. H. itockey, Director EmeriZ:ls t'pon -~otion dll1y made and seconded, he following resolution was •:nanimolts 1 v adoored : RESOLVED, That the minutes of the meeting of this Board held on October 31, 1962, copies of which were furnished the members off the Board, be and the same hereby are adopted as and for the minutes of the said meetinQ. Thereafter, on motion dul.v made and seconded, the following resolu- tions were unanimously adopted, the Board having been advised that the amount required for dividends thereunder was substantially 1-ess than the amount avaiLable therefor under the pertinent provisions of Virginia law, the Company's

nc~r ~^-Zt 4 on .~n(? i r s Indentezres th Morean Guarq.ntv Tr,ist Comnanv 'or•: "?nt' Tiir, rii-st ':ationa1 Ci.tv B-ink ^f New York: '.:ESOLVED, Thatt the rr^.>>lar r1tiartPrlv dividend r 51,1;~1 -r share on the cumulative -)re':rrrr-d 5tnck, series, and the regular euarterlv dividend ef $0.975 ner share on the cumulative nreferred stock, 3.90% series, be and the same herebv are rieclared navable Februarv 1, 1963 to hold-rs .)f nreferred stock of the resoective series of record at the close of b,isiness on Januarv 15, 19fi3: and be it further ::I;SOLVED, That a rr~-uiar nu:,rtPrlv dividerd •-if S0.9!1 -or shar- nn the com?non stock of the Comoanv he and it hereb'i; is declared navable ,ianuarv :;, '`-?b3 t-) ilolders of common stock of record at the close of business on December '9, ?q6?. ;ir. Cu?lman informed the Board that the manap:ement of the Company ,:-comnended the grant of ootions, under the Companv's Stock Option Plan, to r;irne <Ov enolevAes of the Comnanv. On motion duly made and seconded, the ~_-1 I rwi n4z resolut i.on was •tnanimouslv adooted: RESOLVED, That the Comoanv enter into ootion zv~reements this dav, in the form oresented to this ^eetin-, in accordance with Exhibit A attached herero, and that the mzrchase orice under each such option agreement be the last arice at which the common stock of the Comoanv is traded on the New York Stock Exchange today, or if the stock is not so traded today, the last price at which it was theretofore traded. :ae Board was advised of manaoe:nent's recommendation for the Prection of a nrefabri.cated steel, clear-span building at Miller's Lane in Louisville at a cost of $290,000 to house the extrusion operation for the Project Roper oackage and to store both raw materials and finished product. It was oointed out that the building would contain 24,000 square feet and be adequate to house four extrusion lines. Thereafter, on motion duly made and

soc ic;rfer. -.., resolution was unani.motistv adontRd: ::ESc)LVED, Tiiat thn -,roner officers c-f the t:omnan.v hn a: ('. thev hereh•• are a•ithnrized =r er.ne id ennroxi atPl S~'n0,0~~0 f~r Yhe orertion nt a nrefabricated stePl, clear-cnan 1:•iildi.ng containi.ng aoproximatel- 2!L,()J0 ;cjua-e feet at Piiller's Lane, Louisvitle, :entt:ckv, ;•jr. ttc-nPr i nformed the Board of a mana<,ement rr~commendation for the b•.' the CC>moa`lv's American Safet- Razor Dlvisi_on of ci'c grindina marn:nes (±'>>ir to be iised f(`r the manufact•ire of Carhon or s`aln'_ess steel era(~e and i n jector blades, and t~,•o to be used for the -anttracture of t.iinle5s ..,=e1 cl-ttble edce- blaces) and For t`ie niirchas-~ h- Ever-Readv Ra?nr : rcd^cts Licr.i ted of one grindinq machine to be used r'or the manuf:acture of ,;"ainle4s s:.eel double edge blades in Glasgow. Itt was nointed out that this inoropriatio~n would amount to annroyimatelv $2,250,000•including the cost of acq•iisitic?n oE certain auxiliary Pquinment and the cost of reconditioning two double edQe grinders nresentl - in Staunton in order to commence the nroduction of' double edge stainlPss steel blades orior to the deliverv of the new grinding ea1ii oment. On moti on d~cl v made and seconded, the following resolitti cn was nanimn,icl.v adont-d: RESOLVED, That the acquisition bv the Co*noanv's American Safetv Razor Division of six additional 'rinding machines and the acquisition by Ever- Readv Razor Products Limited of one additional 2rindin~* machine at a total cost of aoproximatelv $2,250,000, i-icluding the cost of acquisition of certain auxiliary equipment and the cost of reconditioning two double edge grinders nresentlv in the Staunton, Virginia plant, be and hereby are approved. Mr. Cullman informed the Board that the management of the ComDany requested the Board's approval of a contribution to Memorial Sloan-Kettering Cancer Center in the amount of $25,000 annually for each of the next three years, subject to reconsideration by the Board at the end of each year. It

-:^5 -,Ic' cc~nqenS*is nt tii« t,o•ird rn.-it iz,ich :, rnntrib1ttion be acthor 7nd. F()nrd w1< at'Vi sF'd ta"ir r~l£' ^.anaveR:en•` U! rlmer' can S'afetv Ra7nr Cemnanv rr c•m-enaed tho conve••ance ut" 1. 388 •zcreq of req l nronertv and a r4s,ht of wav "n Staunton. Virginia tc• Virpzinii Elactric and Power Comoanv :nr tjle s'!m nr 51.230. On morion chu?- made ^nd seconded, the rollowinQ resolutions were thereafter unznimouslv adoated: RESOLVED. Tha-t ., deed from Phi lin Morri s Incorno-ated to Virvinia Electric ?nd Power Companv, ~.n the form nre5ented to this meeting, be executed on b-h31f of this cornoration bv th_e President nr anv Vice President i;nd "hat t,ie Secretarv or anv Assistant Secretnrv be -nd ho herebv i 5 altthori zed to seal said deed; and ~-:Itrthc,r RESOLVED, Th3t the oroner officers.of the Comnanv be 'nd thPV herebv are authorizod to do all -icts and thi npG, i ncluding execution and del iver,• of documents, instruments, certificates and oapers of whatsoever kind and natiire, as they mav deem necessary or desirable to effect the aforesaid conveyance. Mr. Kibbee advised the Board of the nurchases made bv the Comnanv of its common stock since the October 31, 1962 meeting of t}te Board of Directors. it was nointec' out that the December meeting of the Board wnuld be neld on De-ember 26th at 11 o'clock in the forenoon at the executive offices of the Comoanv. - Thereafter a general discussion of the business of the Company ensued at the conclusion of which the meetin~~ adjourned. ~Secretarv rs O .t. 00 4 ~ .Ei ~ V GA