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MALLINCKRODT CHEMICAL WO~R.KS b #
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i FINE CHEMICALS FOR MEDICIN AL, PHCTOGR APHIC
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4 January 21, 1959
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Atomic Energy Commission
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f Mr. Lyall Johnson, Chief, Licensing Branch
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Attention:
Division of Licensing & Regulation
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Gentlemen:
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Please refer to telephone conversations with Lyall Johnson and Milford j
Kellogg on January 20, 1959, in which certain information was furnished with respect to the financial position of this Company and its wholly-F owned subsidiary, Mallinckrodt Nuclear Corporation. This letter is for the purpose of confirming the information furnished orally.
Attached hereto and marked Exhibit A is a statement prepared by. Harold A. Brinner, Treasurer of this Company, which provides the desired financial information.
In connectian with this Exhibit A, it is requested that, pursuant to Se3, 2.79s ez_is wm 2, thisymit.3te_notywlt a part of the puhug record Tor the reason that it contains unaudited figures, the disclosure of which would be contrary to the best interests of this Company. Until'the final 1 audit by our public accountants, Price Waterhouse k Co., is completed, I the figures are subject to the normal year-end adjustments and, hence, might be miseenstrued by interested perseas. As seest as the a==wm1 report is prepared (em er about March 31, 1959), a copy will be farsdshau to you and we have me objections whatsoever to its inchasism in the ymblic 3
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Also attached and marked Exhibit B is a certified copy of excerpts from the Board of Directors' meeting on November 5,1958 in which the forma-tiam of the new.
- em October 23,1958_was reported to the Board.
M inrmI$h1 actism Beard was doesised moessaavy.
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AEC - Washington January 21, 1959 Also attached and marked Exhibit C is a certified copy of that portion of the By-laws of this Company which authorizes a vice-president to sign on its behalf. The letter of December 15, 1958 to the Commission in which this Company guaranteed the financial obligations of its wholly-owned subsidiary was signed by a vicc-president, John G.
Moore, pursuant to the authorization conferred by the By-laws.
Sinc erely MALLINCKRODT CHEMICAL WORKS Sec retary VictorHKnoop/wb l
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- dur Tocket 70-36 February 20, 1959 NOTICE "O SUFFLEMENTAL FILES FOR---- EXHIBIT A. dta.1 hn/<o (COMPANY CONFIIENTIAL) to Letter of
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IN ACCCRUANCE y/lTH SEGlid 2.790 of FART 2 o,T!! HELD SEE SEPAHrii r.........
1.4 ACCORDANCE WITH SECTION 2.790 of PART 2 FOLDER FOR MATERIAL WITHHELQ SEE SEPARATE IN ACCORDANCE WITH SECTION 2.790 of RARI 2.'
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I'f EXHIBIT F EXCERPTS FROM THE MINUTES OF THE BOARD OF DIRECTORS' MEETING OF THE MALLINCKRODT CHEMICAL WORKS HELD ON NOVEMBER 5, 1958 "The Chairman reported to the Board that this Company had caused a new corporation to be formed under the laws of the State of Missouri, named the 'Mallinckrodt Nuclear Corporation, ' that the Articles of Incorporation had been filed with the Secretary of State on October 23, 1958, and that a certified copy thereof had been filed in the Office of the Recorder of Deeds of the City of St. Louis; that the authorized capital of the new corporation consists of 10,000 shares of common stock, par value of $10; and that the presently outstanding common stock of the Corporation, consisting of 50 shares had been subscribed for on behalf of this Company. He further stated that the new Corporation had been formed for the purpose of engaging in all j
phases of the commercial nuclear reactor business, including not only the supply of nuclear fuel but also such other activities in this field as may be expedient. *** He also stated that, following the authorization of the new Corporation to commence business, it is contemplated that this Company will transfer all of its interests in the nuclear fuel busi-ness, including real estate, buildings, equipment, supply contracts, accounts receivable and other property to the new Corporation. Copies cgi l s o of the Articles of Incorporation of the new Corporation were presente o.
to the Board and the entire situation was thoroughly discussed. "
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/W I attest the above to be a true copy of excerpts from the minutes of the 4/ gIII
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Board of Directors' meeting held on November 5,1958.
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EXHIBIT C EXCERPT FROM THE BY-LAWS OF THE MALLINCKRODT CHEMICAL WORKS "All checks, bills, notes, drafts, vouchers, warehouse receipts, bonds, registration certificates, and all other papers, contracts and documents arising in the ordinary course of business, shall be signed for the corporation by such of its officers or agents as the Board of Directors may from time to time determine and pre-scribe; and in the absence of such determination, then by the Chair-man of the Board, the Vice-Chairman of the Board, the President, or a Vice-President; and in the case of instruments required to be executed with the formality of deeds, they shall be signed by the President or a Vice-President, with the seal of the corporation thereto affixed, duly attested by the Secretary or Assistant Secretary. "
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I attest the above to be a true copy of an excerpt from the By-Laws of the Mallinckrodt Chemical Works.
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y Victor H. Knoop, Secretary 6
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