Abstract: Transcription of Utah International shareholder's meeting to finalize the merger with General Electric. The meeting took place December 15, 1976. Speakers are Edmund Littlefield (EL), Bruce Mitchell (BM), Charles Travers (CT), and seven unknown speakers labeled by number as they appear. Also, when the audience speaks as a group, it is labeled All. This document is transcribed verbatim, with a few changes included to provide clarity. December 15, 1976 Transcript: EL: I see we are playing to a packed house and I would like to suggest that there is a whole row of seats down here in the front that we would be glad to have you come use. Well good morning ladies and gentlemen, would the meeting please come to order. Welcome to this special meeting of the shareholders of Utah International, called for the purpose of considering the proposed merger with the General Electric Company. I am Edmund W. Littlefield, Chairman of the Board and Chief Executive Officer. On my left are Alexander M. Wilson, President and Chief Operating Officer and Director, and Bruce T. Mitchell, Secretary of the company. It is my privilege to introduce to you the other members of our board of directors who are here today, Alf E. Brandon, Senior Vice President of the company; Val A. Browning, Chairman of the Board, Browning; Thomas D. Dee, Vice President of First Security Bank, Ogden, Utah; William R. Hewlett, President of Hewlett-Packard Company; J. B. Ladd, President of Ladd Petroleum Corporation, a subsidiary of the company; Arjay Miller, Dean, Graduate School of 2 Business, Stanford University; Paul L. Wattis Jr., President of Wattis Construction Company; and last and certainly by no means least, a gentleman who's served on this board for fifty-six years, Marriner S. Eccles, former President and Chairman of the Board of the company and now Honorary Chairman of the Board. [Applause] Thank you. These gentlemen, together with the two of us on the platform, who you met earlier, constitute the Board of Directors. Unfortunately, Ernest C. Arbuckle, Chairman of the Board of Wells Fargo Bank and our host for this meeting is unable to be with us today. Fred J. Borch, George Eccles and Bill Kimball are also unable to be with us. Ernie, unfortunately, is undergoing some surgery at this time. We also have with us today representatives of Arthur Anderson, our auditors, Pillsbury Madison and Suite our counsel, and Lehman Brothers and Dean Company, and our investment brokers are also present here today. I now ask the secretary to report on the notice of the meeting, the presence of a quorum, and other matters relating to this meeting. BM: Mr. Chairman, there are available the following documents: 1) A list of the stockholders of Utah International Inc. as of the close of business on October 29, 1976 being the stockholders, entitled to notice of and to vote at this special meeting. 2) An affidavit of the company's transfer agent to the effect of written notice of the special meeting was mailed to each stockholder entitled to vote more than twenty days before the date of the meeting as required by Delaware general corporation law. 3) A signed registration of all stockholders and proxy holders 3 present at the meeting. Management proxies received and other proxies who are personally present represent more than the majority of 31,540,032 shares of stock entitled to vote at the meeting, and constitute a quorum for the transaction of business. This meeting is accordingly properly called and constituted, and is empowered to proceed as a special meeting of the stockholders of Utah International Inc. EL: Thank you, the Board appoints Mr. J. B. Nelson and Mr. Swineheart of Utah International Inc. and Mr. Dennis Conco of the Crocker National Bank, inspectors of election to inspect assigned proxies and credentials presented to the meeting and to conduct a voting to receive and count the votes and to determine the results of the meeting. In the notice of the Special Meeting in the attaché proxy statement, the only item of business to be considered by the stockholders is a proposal for the adoption and approval of the agreement in plan, the reorganization and agreement of merger as amended by which Utah International Incorporated will become a wholly owned subsidiary of General Electric Company. The secretary is requested to submit the resolution which has been prepared for this purpose. BM: Mr. Chairman, the resolution is as follows: resolved that the merger of G. sub of Delaware Inc. with an end to this corporation as set forth in the agreement and plan of reorganization dated as of April 1, 1976; as amended by an amendment dated as of August 13, 1976, attached are annex one and annex two respectively, and the agreement mergers set forth as exhibit A to said annex one to the proxy statement dated October 29, 1976, and mailed to stockholders of record at the 4 close of business on October 29, 1976. Also included are the terms and conditions of the purposed agreement and plan of reorganization as amended, along with the agreement of the merger, providing among other things, for this corporation to become a wholly owned subsidiary of General Electric Company, and the mode of carrying such terms and conditions into effect; as well, the manner and basis of converting the shares of common stock of this corporation into shares of common stock of General Electric Company, as therein provided be and hereby are, approved. 1: Mr. Chairman, I'm a stockholder and I would like to move the adoption to resolution. EL: Thank you. Is there a second? 2: Second. I hereby second the motion. EL: Thank you. It has been moved and seconded that the resolution which the secretary has read be adopted. The affirmative vote of a majority of the outstanding shares of the corporation will be required to carry the motion and adopt the resolution. Before opening the matter for general discussion, I would like to make some comments. This is a special meeting of the shareholders of Utah International Incorporated. It is special in two ways, first in the statutory sense in that it is not a regular annual meeting, but calls specifically to consider and act upon the merger of Utah and General Electric. It is also special in the sentimental sense in that it is destined to be the last public held meeting of this fine company whose antecedents go back to January 1900, when its 5 predecessor was incorporated with six shareholders. When the business of the day is done, Utah International will be merged with a single shareholder. General Electric has of record some 529,000 shareholders, Utah 23,000. These are located in fifty states and in many foreign countries. The actual number of shareholders is far greater. For often the shareholder of record is a broker or trust department of a bank acting as a nominee for many, many shareholders. You received a rather weight proxy statement. If the proxy material required and printed for the Utah and General Electric shareholders meetings today were stacked one on top of the other the pile would be over three and a half miles high. If the individual pages were laid end to end these would cross the continental United States three and three-quarter times. The proxy statement contains, and it's a hundred and seventy-six pages, considerable detail of the terms of the merger, historical financial and operating information of both companies, formal statements of the merge company and other information which the Board of Directors of the respective companies and or the Securities and Exchange Commission deem pertinent and appropriate to put before the shareholders so they may arrive at an informed decision. The merger has been recommended by each Board of Directors. It has been examined on Utah's behalf by the investment banking firms of Lehman Brothers Incorporated and Dean Whitter and Company Incorporated. Each of whom has expressed the opinion that the exchange ratio is fair and equitable to the shareholders of Utah. The same information has been put before the shareholders of General Electric, who met today, this morning, in Stratford, 6 Connecticut at 9:30 AM eastern standard time and they have approved the merger. The Utah shareholders have also considered the merger, and the company is in receipt of proxies representing over 86% of the shares issued and outstanding. The proxies have been instructed how the shares are to be voted and as a consequence, the outcome of the voting on the proposals before us has already been determined and from a practical standpoint, nothing we can say or do here will in fact change that. Even though the outcome is ordained I have no intention of conducting these proceedings in a perfunctory manner. Many of us in this room have devoted most of our working lives to the furtherance of the fortunes of Utah International and we come to today's proceedings with mixed emotions. We recognize and stipulate that it is in the best interest of the Utah shareholders and its employees, that over the years we have given much of our substance into making this company what it is today. We are proud of our handy work and I believe properly so. We do not intend to let this moment pass into history, without noting these accomplishments and recording the concerns that caused us to believe that a merger between these two great companies would serve the best interests of the shareholders of each. Let's pick up the story twenty years ago when the company had 257 shareholders, some 2,400 employees and gross revenues less than 43 million dollars of which 76% was derived from performing contract construction. The stock was traded over the counter at a book value of $1.12 a share and trade from a low of $1.18 to a high of $1.51. That year the company earned 4.2 million dollars or 16 ¢ a share, and paid a dividend of 4.9 ¢ a share. With that as a 7 starting point let us examine the progress that has been recorded. Gross revenues grew, not always steadily, but over the years have climbed to over 944 million in the last fiscal year. The composition of these gross revenues has changed as the nature of the company has changed. Until we sold our heavy construction assets in 1969, construction was the major source of gross revenues. With the sale of construction assets to 1969, and the dredges in 1971, mining became and remains overwhelmingly the dominant business of the company. Gross revenues from land development have been on the decline. More recently through the acquisition of Ladd Petroleum and other companies, gross revenues from oil and gas have become a significant item. As our business grew, so have our earnings, from the 4.2 million earned in 1956, earnings have risen to 178.8 million dollars the past year and have set record highs in each of the last 12 years. In only three out of the last twenty years have earnings been lower than the preceding year. Earnings have increased from 16 ¢ in '56 to $5.67 this year and the dividend has gone from 4.9¢ to $1.15 this year. As the company grew and prospered the stock was listed on the New York Stock Exchange. As you can see the number of shareholders has increased very substantially. Inevitably, death and taxes forced the estates of some of the long time shareholders to bring shares to the market. The company sold convertible debentures to obtain funds for expansion and conversion of these debentures, and our merger with Lucky Mc, Ladd Petroleum and LVO have also contributed to the increase in the number of shareholders. There has been some modest decline in the number of shareholders since the acquisition of LVO in 1974, but 8 today we still have almost 100 times as many shareholders as we did twenty years ago. The increase in the number of employees required the conduct growing business of the company has not tracked the change in either gross revenues or net income. Construction is a labor intensive activity, while mining is capital intense. Our employment peaked in 1958 at 12,000, dropped sharply when we sold our heavy division assets, but has gradually expanded as the company's mining activities have grown rapidly. Our mineral sales backlog was insignificant twenty years ago, and even ten years ago was only about a sixth of its' size today. Nevertheless, the creation of the mineral sales backlog was and is an important aspect of Utah International's character and one that distinguishes it from most other mining companies. Very frankly, when we were embarking upon the rapid expansion of our mining business, we had neither the capital, nor the credit to finance the growth at the pace we wished to pursue without resorting to forward sales of new production to strengthen our credit. We made a virtue out of a necessity and today Utah's mineral sales backlog has grown from a modest 1.1 billion dollars in '66 to 6.1 billion dollars today. 96% of this backlog is represented by long term contracts with escalation clauses protecting against future cost changes. It was the existence of this backlog which in considerable measure excited investor interest in the shares of Utah International and caused the price of the stock to increase dramatically over the years. From a low of a $1.18 in 1956, the stock has closed at a higher price than the preceding year in sixteen out of the last twenty years, including the $65 price of the stock on October 31 the close of this 9 last fiscal year. In the early years, the stock sold close to its' book value. Again, in the early years, price earnings ratios on the stock were also modest, generally below twelve times the earnings. As the investing public came to realize the growth, earnings and the qualities of those price earnings ratios rose and remained for several years in excess of twenty times earnings, until the last few years, when investors have not been willing to accord so high a multiple for Utah shares, nor in fact for virtually shares of all other growth companies. Those who have invested in Utah shares and maintained faith in its management and its future have fared well. Earnings have grown at the compound rate of 19% for the last twenty years, 23% for the last fifteen years, 28% for the last ten years, and a startling 37% for the last five years. If you had invested a thousand dollars in the stock in 1956, you would have received in the interim dividends of $4,291, and the stock would have appreciated to $42,900. If you had made the same investments, but reinvested your dividends in Utah shares at the last price for each of the ensuing years, your $1,000 investment would have been worth $69,800 at the close of fiscal 1976. While I have not attempted to research the matter thoroughly, certainly there are few, if any, companies who have served their shareholders so well and so consistently in a period measured in five year, ten year, fifteen year or twenty year spans. Why then would a company who has so outstanding a record consider a merger even with the best of companies? The reason lies in the changing nature of the company's business and the source of its profits, present and prospective. Twenty years ago the company derived 87% of its' gross revenues from North 10 America, Later, even though we were heavily involved in contract construction outside North America, our gross revenues were well balanced for most of the time during the last twenty years. Ten years ago, only 8% of our mining revenues came from outside of North America, but this has been changing drastically in the last six years. As the next slide shows, 1976 witnessed 74.3% of the gross revenues earned outside North America and only 25.7% within North America. All of our land development and oil and gas gross revenues are earned within North America, but today only 22% our mining gross revenues are earned within North America and only 13.6% in the United States itself, far more significance, in my view, than the source of gross revenues or the sources of gross profit and other income. In the remarks that follow, I shall refer to this income account category simply as gross profits, but please consider it includes income from affiliates, joint ventures and partnerships as well as the gross profit earned by the parent company and its subsidiaries. This figure has grown from 8.7 million dollars in '56 to over 353 million dollars this past year. In the earlier years, the share provided by affiliate companies like Marcona and Cypress Pima, joint ventures and partnerships was a significant factor in the total. Reaching a high of 51% in 1967, but earnings from these sources have not been significant the last two years, dropping to a half of 1% in 1975 and actually producing the loss of 9 million dollars in 1976, the decline being primarily the result of the ill fortunes that have befallen Marcona. Mining has become increasingly the source of the company's gross profit. As you can see, ten years ago in 1966, mining contributed 31% of 11 the total of 22.7 million dollars gross profit, while in 1976 it contributed 344.7 million dollars or 97% of the gross profit and other income of 353.7 million dollars. However, it is not the concentration of gross profit and mining that so concerns us as it is the concentration of mining gross profit in a single commodity in a single country. Let's compare gross profits in '66 with those of '71 and those of '76. The well diversified business we enjoyed in '66 and indeed even in '71 has given way to a growing concentration of earnings from coal. Not only was our business increasingly concentrated in coal, but the earnings potential was increasingly concentrated outside North America. Earnings from North American sources provided 56.4% of gross profits in 1966. This has followed the 7.7% in 1975 and 14.2% in 1976 when the sharp increase in uranium increases did boost North American income. However, this trend toward increasing concentration of earnings from metallurgical coal produced in Australia is likely to continue for two probable reasons. The first indication is found in the mineral sales backlog which total 6.1 billion at the close of '76 with 71.3% of this related to future production outside of North America and 69.3% represented by metallurgical coal. The second reason this trend is likely to continue comes because of the undeveloped reserves that we have in hand. Certainly, one of the companies most promising investment prospects is the new metallurgical coal mine called Norwich Park in Australia, and we have abundant other coal reserves in the Queensland area that can and should be developed in the future using both surface and underground mining methods. Pursuit of our most promising prospect will make Utah less 12 diversified rather than more diversified and more dependent on Australia for the major share of its' gross profits and its' futures growth. I repeat that this concentration of mining was not in our view in and of itself alarming, but the composition of the mining gross profit and the concentration coking coal produced in a single country, and so primarily is a raw material for the steel industry in Japan and Europe, was too much concentration of risk for our company standing alone to bare. We cannot, and we should not, be so dependent on either a single commodity or single country no matter how solid either or both now appear. The attitude of the Australian government when the Labor Party was in power was a matter of extreme concern to us and this concern was no doubt deepened by having Marcona's assets in Peru expropriated by the government. We have great confidence in the people and political institutions of Australia and in the present government, and we are proceeding to increase our investment there because we have the coal reserves to do so and an attractive investment opportunity. However, with this abiding faith in Australia, in our view, this concentration of earning power in a single country and in a single mineral is too great a risk to be born alone, either by the shareholders of Utah or the employees of Utah whose livelihood while employed or in retirement are necessarily deeply affected by the fortunes of Utah International. This concern about the concentration of Utah's earning power was evidently shared by the investment community, which no longer was willing to assign a price earnings ratio of twenty-six to twenty-seven times earnings that prevailed in 1971, 1972 and 1973, but dropped the ration to 13.9% in 1974 and 13 to 13.3% in 1975. Thus we found ourselves faced with a paradox of having both our earnings and our dividends sharply increasing and the price of our shares flat and failing to respond. Certainly in these circumstances it seems only prudent to seek diversification of this risk. There were two broad courses that could be pursued. The first was to go on an aggressive acquisition program and seek to acquire other companies. This course of action posed considerable peril. First, the magnitude of the assignment was mind boggling, even if we were to attempt to reduce the risk to say roughly 50% and on the assumption that we could acquire other companies at ten times the earnings, we were faced with the necessity of attempting to acquire in short order, assets of around 1.5 billion dollars. Obviously, any effort to do this in the mining field would very quickly bring us under attack from the Federal Trade Commission or the Department of Justice. This in turn meant that we had to seek these investments outside the field of our expertise and in areas of business we knew little or nothing about. We were almost certain to make mistakes along the way. All in all the prospects of trying to diversify by a series of acquisitions seemed an unpromising and even perilous course to follow. The other broad path to diversification was to seek merger with a company already diversified, but the company had to be large enough to digest a 2 billion dollar bite. This narrowed the field. There are indeed companies larger than General Electric, but none so well diversified nor in my view so ably managed. 14 The risks that were of concern to Utah International standing alone were not the least unreasonable to take when the assets of General Electric and Utah were combined. General Electric is one of the largest and most diversified industrial corporations in the world. It is engaged in well over a hundred different businesses and in most of these it occupies a leading position in the market it serves. These businesses range from consumer items to capital goods, from fairly simple and well known technologies to the most advanced technologies required for aerospace and the jet age. While General Electric operates in more foreign countries than does Utah, its' business is far more oriented to the domestic market, and the merged company will be nicely balanced between domestic and foreign operations. There will be no undue concentration of merged company. Out of the merger, the Utah shareholders will in my view be exchanging the prospect of a faster rate of growth with its attendant risks in exchange for greater diversification, higher yield, and a premium on their shares as the other parties to the bargain. The General Electric shareholders will acquire assets with earning power and potential for growth that would indicate an increase in General Electric's earnings per share, entering into the natural resource business giving GE still further diversification and what I believe to be, although my views are obviously biased, the best mining organization and the best mining company in the world, each of the parties to the bargain is benefited. It is the biggest merger ever undertaken and I am confident that history will prove it to have been the best. 15 Before entertaining discussion of the motion that is before us, I would like now to introduce to you the principle officers of the company who are with us today and whose labors are responsible for the record of accomplishments that I have presented to you. First, Edwin C. Demoss, Senior Vice President Manager of Mining Division and newly named President of Lucky Mc Uranium Corporation, Ed Demoss; Keith G. Wallace, Senior Vice President Manager of Australia Division; John S. Anderson, Vice President Manager of Domestic Coal Operations: James T. Curry, Financial Vice President and Treasurer; W. Drew Leonard, Vice President of Corporate Purports and Internal Audit; Ralph J. Long Vice President Manager of Australian Operations; Charles K. McArthur, Vice President Manager of Metal Mining and newly named Manager of Mining Division; Boyd C. Paulson, Vice President Manager of Construction Services; M. Ian Ritchie, Vice President of Technical Services and newly Manager Operations Lucky Mc Uranium Corporation; Robert O. Wheaton, Vice President Manager of Exploration. Thank you. Nor would the list be complete without acknowledging that there are others in the audience that have made great contributions, but who are now retired. Let me ask those that I have spotted here to stand and be recognized: Albert L. Reeves, formerly Senior Vice President Secretary of the Director of the company, Albert; Orville Dykstra, Financial Vice President; Joseph K. Allen, Vice President; Weston Bourret, Vice President; and Charles Travers, Vice President. Thank you very much, and now the chair will entertain the discussion of the motion and will be pleased to answer such questions as we can regarding the purposed merger. Are there questions or discussions? If there is no 16 discussion of the resolution, if not the matter will… the meeting will proceed to vote upon the motion to approve the purposed merger with General Electric. 3: Mr. Chairman? EL: Yes? 3: Would you describe the status of the attitude of the federal government towards this motion? EL: What we did was to put the matter before the Department of Justice and asked in advance for their approval under the business advisory clearance procedure. While it was sometime in coming, it was forthcoming. To meet the concerns they expressed about it, Utah has agreed and has put its uranium assets in a separate subsidiary company that is now called Lucky Mc Uranium Corporation. When the merger becomes effective, the voting stock of that the company will be put in the hands of five independent voting trustees who will see to it that the company will elect the board of that company, and see to it that that company's affairs are conducted in a way that does not help GE in such things as the sale of its nuclear aspects. That company is not allowed to sell uranium to GE, but from the standpoint of the government we think we are completely in the clear. Any other questions? If not, any stockholder who is present who has not executed a proxy should raise his hand in order that the inspectors of election may give him a ballot, which he may now cast. If you have sent in your proxy you need not cast a ballot unless you wish to do so. Are there those that would like to vote in person? One here, one there, Boyd, one up here too. Boyd, 17 there's two in the back of the room, three. Will the inspectors of election proceed to collect the ballots? Those who have ballots would you raise them when they are completed so they can be picked up? Thank you. Over here Boyd. If the ballots are all collected would you please advise us of the inspectors report? Are you ready to speak to that? John, there's another one up here. You will bring them to me and I'll read the numbers, right. BM: Mr. Chairman? EL: Mr. Secretary? BM: The inspectors report that more than 27,147,464 shares of common stock of the company were voted in favor of the resolution and that not more than 200,456 shares of common stock were voted against such resolution. Accordingly, the purpose merger has been approved. When the exact number voted for and against the resolution has been ascertained, the inspectors will execute a certificate setting forth such number. EL: Thank you Mr. Secretary. We have acted on the business that was to come before the meeting. Is there any other business to come before the meeting? CT: Mr. Chairman, I would like to present a resolution at this meeting of these shareholders. My name is Charles Travers, I am a stockholder and I retired from the company. You've heard the view from the top. I think now maybe you ought to get the view from the ranks. The view from the top had to necessarily be 18 austere, maybe Mr. Chairman I can be a little more lighthearted. I started at Utah about twenty-four years ago. Mr. Littlefield hired me. I remembered the office in San Francisco as a very small office, very small and compact and you had to go in the front door, which was the only entryway, and there was a row of offices on your left as you walked in. Those were the executive offices. Mr. Littlefield's office was the first office as you came in the door and he assigned me an office down at a sharp right angle off the main corridor. I also remember as a young fellow reading Horatio Alger's book, Ragged Dick, and in that book the way it said to get ahead in business, one of the ways at least, was to get to the office early and beat the boss in if you could. Well I found that was a very difficult task at Utah. You had to go through the front door and Mr. Littlefield always kept his door open, his light on. The first morning was a Monday morning and I got in about ten minutes ahead of time. I think our starting time was 8:15, but Mr. Littlefield said hello to me as I came in the door. We went on through that week. I got my time narrowed down a little more each day. By Wednesday, I was down to five minutes to 8:00 and on Friday I got there at twenty minutes to 8:00 and Mr. Littlefield said good morning to me every time I came in the door. So that weekend I figured out that there was a better way to do this and I'd get in real early and I'd beat him to the punch. So on Monday morning, I got there twenty-five minutes past 7:00, I walked in the door and the office was dark there was no light on, the door was open and Mr. Littlefield was not there. So I went to my office and at 8:15 I came sauntering down figuring now this is where I get my punch line. He's going to see me going out the door, he's 19 there and I say hello to him this time first. I looked in, the light was on, but Mr. Littlefield wasn't there. So I walked over to his secretary and said, "Where is Mr. Littlefield?" and he said, "Oh, he went to Chicago." [laughter] He left on the seven o'clock train. With all that due diligence I figured we ought to get ahead pretty fast some way or the other. And so I waited for my first year. You had to be in the Utah profit sharing plan one year in order to get your first statement. I waited my first year and I got my first statement. I have it here with me and I'd like to tell you that the date of it is December the 15th 1954. That's exactly twenty-two years ago to this day and here is what it says, extract: "Seasons greetings. Utah Construction Company retirement plan based on profit sharing, December 15, 1954. Dear fellow employee, your account in the retirement plan based on profit sharing on October 31, 1954 stood as follows: balance on October 31, 1953, zero. Added during the year by income, zero. So October 31, 1954, zero. And then it says during 1954, the net profit earned did not reach the levels your profit sharing permits. Your company would be required to make a contribution to the plan." And then it says, "Despite the fact that it is not required to do so, your company through its management is desirous of sharing with you a portion of the profits earned during 1954. To accomplish this, the board has approved a contribution of $50,000." Then it says, "we're going to try to get the IRS approval for that, and if so we will contribute the $50,000 to your fund, but if not we'll have to pay your share in cash. If the amount is received by you in cash, you will have to pay income taxes on it. Your share of the $50,000 contribution would be $201.75." I was beginning 20 to think that Horatio Alger wasn't right after all, $201.75 for getting in all those first eighteen months at 7:30 in the morning didn't seem fair to me, but nobody quit. I didn't, management didn't. About three weeks ago, I received this news release from the company in the mail, it's dated as of December 3, 1976 and here's what it says in the first few lines: "Utah International Inc. reports record earnings for fiscal 1976, San Francisco. E. W. Littlefield, Chairman of the Board, reported today that Utah International earned $178,821,000 or $5.67 per share. This fiscal year ended October 31, 1976." We have come a long way since those days in 1954. But Utah had more than profits. It had the forward look. My view from the ranks runs something like this: Utah's profit sharing and incentive plans were way ahead of their time back in those days. Mr. Littlefield, to my knowledge, had a rare understanding of the corporations standing in the social structure, what the corporation's obligations were to society. Utah's mine lands were restored to better than what nature had them long before that became a primary concern of many people in the United States. Utah's mining operations were conducted on a basis of we'll go sell the merchandise and then we'll get the production and that reduced the risk very greatly. Even today, Utah's section on environment stands out as a very aggressive and important function that helps to finish the project properly in the eyes of the people of this country. Well, I could go on and spend many more minutes saying that, but I think it's time now for me to present my resolution and I would like to do that. Mr. 21 Chairman, I will give you a copy of the resolution so you will have it for the record and I would like to read the resolution. EL: Thank you, Charlie. CT: The resolution says resolve about the stockholders of Utah International Inc., meeting for the last time as public shareholders in San Francisco, California on this 15th day of December 1976, do hereby express their gratitude and sincere appreciation to Edmund W. Littlefield, Chairman of the Board and Chief Executive Officer; Alexander M. Wilson, President and Chief Operating Officer and the Director; Marriner S. Eccles, Honorary Chairman; and to all the officers, directors and employees of Utah International Inc. for their devoted services in behalf of the shareholders. 4: Mr. Chairman, I move the resolution. EL: Thank you, Mr. Travers. I must say Charlie, you always speak well, but you don't speak briefly. [laughter] I think that comes from attending too many meetings of Town Council in Alameda. The motion has been presented to the shareholders, is there a second? Thank you, I must say that those of us at this end of the room, I'm sure have an abiding faith and agreed with its sentiments, but since we do not control the vote. I will put it to vote. All those in favor please say aye. All: Aye 22 EL: Opposed? Thank you. Thank you very, very much. And thank you Charlie. [applause]. There's no other business, the proposed merger has been approved. I thank you. Excuse me. 5: On behalf of all of the stockholders, I wish to thank all of the officers and directors of Utah International for having worked so well for us. I also think at this time, it would be appropriate to bow our heads in silence for one minute in memory of E. O. Wattis who was founder of Utah International and also for all of those who worked and lost their lives to make the company what it is today. Amen. EL: If you would amend that to include all of the founders the chair will entertain it. On the assumption that it is so included, we will so do. Thank you. With the merger approved and not further business, I'll entertain that motion to have the meeting adjourned. 6: I'll back the motion. EL: Thank you, is there a second? 7: Second. EL: All those in favor, please say aye. All: Aye. EL: Opposed? Thank you, the meeting is adjourned. ; This is a myriad of items throughout the UC/UI collection. It includes the minutes of the stockholder's meetings with both Utah International and General Electric, correspondence, a reel-to-reel tape of the merger meeting and the official merger documents. ; 4.25 x 6.5 - 8.5 x 11 in. handwritten or typed on paper ; Reynolds Securities Inc. Transamerica Pyramid 600 Montgomery Street San Francisco, Calif. 94111 Telephone 983-8000 Members New York Stock Exchange, Inc. and other leading exchanges Main Office 120 Broadway New York, N. Y. 10005 December 13, 1976 Mr. Edmund W. Littlefield Utah International 550 California Street San Francisco, Ca. 94104 Dear Ed: I regret that I will be unable to attend the meeting Wednesday because I will be in the East for a Directors meeting. This is an occasion that I hate to miss, but I am sure that many of your other happy stockholders will be there. Sincerely, Gerry Gerald F. Brush GFB: 1c
