HomeMy Public PortalAboutR0314 R E S O L U T I O N NO. 314
WHEREAS, the District entered into an option to
purchase all of the capital stock of Russell & Company on
September 4, 1956, and said option was renewed by an agreement
entered into on June 29, 1959, and
WHEREAS, the District entered into an agreement with
the shareholders of Russell & Company on June 16, 1960, by the
terms of which the District exercised its option to purchase the
said stock and agreed to pay the option price as determined under
the terms of said agreement on July 1, 1960, in exchange for all
of the capital stock of Russell & Company, and
WHEREAS, in order to obtain the funds to pay the said
option price it will be necessary for the District to borrow said
funds, and Mercantile Trust Company has agreed to lend the
necessary funds and has agreed that such loan need not be a
general obligation of the District but may be repayable only from
the assets of Russell & Company, and
WHEREAS, upon the consummation of said agreement of
June 16, 1960, the District will become the sole shareholder of
Russell & Company and it will therefore be necessary to authorize
someone to vote said stock on behalf of the District, and
WHEREAS, it is expected that upon transfer of all of
the stock of Russell & Company to the District a plan of immediate
dissolution of the Company would be adopted and the liquid assets
of Russell & Company would be forthwith transferred to the
District as shareholder as a part of said dissolution,
2
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES
OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT as follows:
1. The officers of the District be and they are
hereby authorized and directed to do all acts and things and
execute all documents necessary or desirable to execute and carry
out the terms of the said contract of June 16, 1960.
2. The officers of the District be and they are
hereby authorized to do all acts and things and execute all
documents necessary or desirable to borrow on behalf of the
District, sufficient funds, not to exceed Three Hundred Eighty-
Eight Thousand Dollars ($388,000.00), to pay on or before August
1, 1960, the option price as determined under the terms of said
agreement of June 16, 1960, but such loan to be repayable only out
of the assets of Russell & Company and not to be a general
obligation of the District, and said officers are authorized to
execute such documents to secure such loan as may be required,
except that such security shall consist only of one or both of the
following: (1) the assignment of the Districts rights under the
said agreement of June 16, 1960, and (2) the pledge of the stock
of Russell & Company.
3. Charles B. Kaiser, Jr. be and he is hereby
authorized to vote all of the capital stock of Russell & Company
which the District will own when the agreement of June 16, 1960,
is consummated, on all matters that may come before all meetings
of shareholders of said corporation until further order of this
Board of Trustees.
3
4. Upon the receipt by the District, as shareholder
of Russell & Company, of any liquid funds in dissolution of said
Company, the officers of the Distract be and they are hereby
authorized and directed forthwith to pay such funds to Mercantile
Trust Company, in repayment of said loan to be obtained from said
Trust Company, until the said loan is discharged. The foregoing Resolution was adopted on June 24, 1960.