E.I. du Pont de Nemours & Company minute books 2530

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Manuscripts and Archives PO Box 3630 Wilmington, Delaware 19807 [email protected] URL: http://www.hagley.org/library E.I. du Pont de Nemours & Company minute books 2530

Table of Contents

Summary Information ...... 3 Historical Note ...... 3 Scope and Content ...... 7 Administrative Information ...... 8 Controlled Access Headings ...... 8 Collection Inventory ...... 9 Parent Companies ...... 9 E.I. du Pont de Nemours & Company Stockholders and Directors Meeting Minutes ...... 9 E.I. du Pont de Nemours & Company Stockholders and Directors Meeting Minutes ...... 9 E.I. du Pont de Nemours & Company Stockholders and Directors Meeting Minutes ...... 10 E.I. du Pont de Nemours & Company, Executive Committee Minutes ...... 10 E.I. du Pont de Nemours & Company, Finance Committee ...... 10 E.I. du Pont de Nemours & Company, "A" Bonus Committee ...... 11 E.I. du Pont de Nemours Powder Company (Delaware) ...... 11 E.I. du Pont de Nemours Powder Company (New Jersey) ...... 11 Directors & Shareholders Meeting Minutes ...... 11 Executive Committee Minutes ...... 12

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Summary Information

Repository: Manuscripts and Archives Creator: E.I. du Pont de Nemours & Company Title: E.I. du Pont de Nemours & Company minute books ID: 2530 Date [inclusive]: 1899-1940 Physical Description: 11 Linear Feet Language of the English . Material: Abstract: The E. I du Pont de Nemours & Company minute books document an important era in the history of the company from just before the turn of the twentieth century through the 1930s. The DuPont Company in this time went through many changes in structure under the leadership of cousins T. Coleman du Pont, Alfred I. du Pont, and Pierre S. du Pont.

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Historical Note

E.I. du Pont de Nemours & Company was incorporated in Delaware on October 23, 1899, as the successor to a traditional family partnership first established in Paris on April 21, 1801, that went on to become a leader in the U.S. gunpowder industry. The business underwent two reincorporations and major restructurings, the first on February 26, 1902, and the second on September 4, 1915. The first transformed a family company into a more modern departmentalized firm with significant outside stock holdings, a change that allowed it to dominate the U.S. explosives industry, replacing a cartel of small and medium-sized firms with a large, centrally-administered one. The second, a breakup of the first company under Progressive Era antitrust action against its monopoly position in explosives, had the paradoxical effect of permitting it to evolve further into a multi-divisional and later multinational manufacturer of a wide array of chemicals and chemical products. It remains one of the major players in the international chemical industry.

The first incorporation of 1899 was the work of Eugene du Pont, considered the senior member of both the firm and family. It differed little from the change from partnership to corporation undertaken by many old family firms in response to the great merger movement of the late 1890s. The seven partners received stock for their fractional interests and became stockholders rather than partners, but there was no investment by outsiders. The five senior shareholders, Eugene du Pont, Alexis I. du Pont, Francis G.

- Page 3- E.I. du Pont de Nemours & Company minute books 2530 du Pont (Frank) and Colonel Henry A. du Pont each held 20% of the company, while junior partners, Charles I. du Pont and Alfred I. du Pont each received 10%.

With the death of company president, Eugene du Pont on January 28, 1902, the Du Pont Company was thrown into a time of great uncertainty. At their meeting following Eugene's funeral, none of the partners would agree to take the reins of the company (Alfred was absent from these meetings). A few were too old or too far removed to take over, and Colonel Henry A. du Pont was far more concerned with his political career. This left the young powder man, Alfred. Unfortunately, none of the other partners wished to have him at the helm of the company.

It was then decided that the company would be sold to longtime rival and competitor, the Laflin & Rand Powder Company. J. Armory Haskell, formerly the head of the Repauno Chemical Company, the explosive firm begun by Pierre S. du Pont's father Lammot du Pont, was president of Laflin & Rand. Plans were also made at this time to turn the leadership of Du Pont over to Hamilton M. Barksdale, another successful Repauno man. Barksdale would be taxed with arranging the sale, and if a price was not agreed upon, he would then manage the company. What was not predicted by the partners at Du Pont was Barksdale's demand that a du Pont head the firm as a condition of the sale.

The stockholders met once more and finally agreed to sell for $12 million, formally appointing Barksdale as the agent to facilitate the sale of the company to Laflin & Rand. Other options discussed were T. Coleman du Pont, a member of the Louisville branch of the family and successful in his own right in the electric streetcar railway business, coming to the company; however it was widely known that Frank du Pont would not approve. One more meeting would need to be held the next day with Alfred in attendance before all could be finalized.

The following day, Alfred arrived from the powder yards in his work clothes and listened to Frank's proposal for selling. Alfred then proposed a motion to sell to the highest bidder, not just Laflin & Rand. The meeting concluded and it seemed settled that the company would leave family hands for the first time in a century. As the shareholders were leaving, Alfred spoke up with a plan that he would buy the company. Much discussion ensued with Frank du Pont being the most vocal dissenter, insisting Alfred could not have the company. Finally, Colonel Henry A. du Pont spoke up and gave his blessing, feeling it was his right to be able to buy Du Pont.

Alfred then met with his cousin T. Coleman to discuss his plan to buy the company with Coleman's help. Coleman agreed to go along with the proposal on two conditions. First, he would be the majority stockholder and the firm would be reorganized and, second, that his cousin Pierre S. du Pont be brought on board as the financial expert. The plan the cousins devised was to purchase the company for $12 million in bonds and issue stock which would increase in value as the company was reorganized and grew. They would issue 4% thirty year bonds to the partners in the old company, and new capital stock of $20 million to themselves for later profit. This plan was taken to the partners and approved. However, T. Coleman became concerned that the nature of the bonds as a first lien on the property included in the sale would handicap any future attempt to raise money by junior bonds. A second plan was then drawn up to replace the first lien bonds with notes that would guarantee the old stockholders 4% annual interest. In return for surrendering the first lien, they would also receive 25% of the new company's stock. The deal was closed on February 10, 1902, and finalized on March 1, 1902. The old company would sell its entire assets at a value of $24 million, $12 million in the 4% notes, and $12 million in stock, of which Coleman received 36%, Alfred and Pierre 18% each, and the remaining 24% divided among the stockholders of the old company, including the estate of Eugene du Pont. The three cousins were now in control of - Page 4- E.I. du Pont de Nemours & Company minute books 2530 the family business and free to reorganize. First, the cousins incorporated the E.I. du Pont de Nemours Company in Delaware on February 26, 1902. On March 1, it acquired all the assets of the old 1899-1902 corporation. T. Coleman du Pont became president of the new company, Alfred I. du Pont vice president and general manager, and finally Pierre S. du Pont as treasurer. With these transactions completed, the E.I. du Pont de Nemours Company took the name of the old company, E.I. du Pont de Nemours & Company. The cousins then bought control of the Laflin & Rand Powder Company on October 8, 1902, putting them in the position of being able to control the entire domestic explosives industry. However, at this stage, E.I. du Pont de Nemours & Company was primarily a holding company, with a large number of previously independent operating companies tied together only by stock ownership and trade agreements.

The Executive Committee of E. I. du Pont de Nemours & Company was formed on February 4, 1903 as part of the reorganization and modernization of the company undertaken by its new officers. It was initially composed of the president and department heads. The committee became the principal body for coordinating the work of the various departments of the rapidly growing company, establishing company organizational structure and policy, approving capital expenditures and contracts, and fixing salary levels, bonuses, and other compensation. The Executive Committee would later become responsible for a bonus system as early as 1908, when the company began to give bonuses of stock to researchers for outstanding contributions to the company. Later in 1911, the Committee adopted a two-class bonus system to reward exemplary work. The "A" Bonus Awards were presented for inventive and conspicuous service while the "B" Bonus Awards were given for outstanding service to the company.

Formation of the new E.I. du Pont de Nemours & Company was merely the first step in the cousins' plan to reorganize and integrate the entire explosives industry, replacing the many small operating companies with their interlocking stock holdings and sales agreements with a single organization directing operations, sales and research. They incorporated the E.I. du Pont de Nemours Powder Company under the laws of New Jersey on May 19, 1903, and transferred to it most of the individual explosives company stocks owned by E.I. du Pont de Nemours & Company on August 1, 1903, and received the stock of the Powder Company in return.

For reasons not entirely clear, a second intermediate company, the E.I. du Pont de Nemours Company, was incorporated in Delaware on May 18, 1903, and on August 19, 1903, it too acquired some of the explosive companies' stocks from E.I. du Pont de Nemours & Company in return for its own shares. On December 26, 1906, it changed its name to the E.I. du Pont de Nemours Powder Company (Del.), and on July 3, 1907 sold all of its assets to the New Jersey Company of the same name. Both companies had continued to purchase the stocks of explosives companies not previously associated with the du Ponts, often involving an exchange of its own shares. Gradually, these companies sold their assets or merged into the E.I. du Pont de Nemours Powder Company (N.J.), so that by the end of the process, the Powder Company emerged as a single operating entity organized into functional departments, with E.I. du Pont de Nemours & Company as the controlling holding company. In 1911, the Powder Company's three Operating Departments, Black Powder, High Explosives, and Smokeless Powder, were placed under a single general manager, completing the separation of operations from policy-making.

By 1907, Du Pont had assumed a structure rather similar to that of other industrial combinations such as United States Steel Corporation, with an overarching holding company and a primary operating subsidiary and some lesser ones. The primary difference was that most of the great industrial mergers had been orchestrated by leading investment banks such as J.P. Morgan & Company or syndicates of

- Page 5- E.I. du Pont de Nemours & Company minute books 2530 financiers, while Du Pont was self-financed and remained under the control of family members and a small circle of expert advisers and administrators without banker representation in its highest circles.

In the Progressive Era, such concentration did not go unnoticed, and in 1907, the Justice Department filed suit claiming that E. I. du Pont de Nemours & Company was in violation of the Sherman Antitrust Act. The federal courts handed down a final decree of dissolution on June 13, 1912, similar to contemporary ones that broke up the Standard Oil Companies and the American Tobacco Company. Under this decree, the holding company E.I. du Pont de Nemours & Company (the 1902-1912 firm) was dissolved on November 14, 1912. The E.I. du Pont de Nemours Powder Company was forced to divest certain of its properties to two new independent companies, the Hercules Powder Company and the Atlas Powder Company, to restore three-firm competition in the explosives industry. The Executive Committee was reconstituted on September 19, 1914, with Pierre's brother Irénée du Pont, Sr., as Chairman, and later that year, T. Coleman du Pont announced his intention to sell his shares, which were eventually purchased by Pierre and other close family members through an investment company that later became the Christiana Securities Company.

As a result of these changes, the present E.I. du Pont de Nemours & Company was incorporated in Delaware on September 4, 1915. It then purchased all the assets of the E.I. du Pont de Nemours Powder Company, becoming the sole parent company. The Powder Company continued to exist as a corporate shell until 1926. After this reorganization Pierre Samuel du Pont was named president and chief executive officer. Alfred I. du Pont was ousted from the company in a family dispute in 1916, leaving Pierre and his allies in complete control of the management. During the First World War the Du Pont Company became the largest supplier of munitions for the Allies.

The forced divestiture of much of its explosives business actually left the reorganized Du Pont Company free to expand into other product lines, both by purchasing existing companies and patent rights and by internal research and innovation. The first and most logical path was to exploit the company's long experience with cellulose chemistry in the manufacture of smokeless powder into early cellulose- based plastics and varnishes. Du Pont's first foray outside the explosives business was the December 1915 purchase of the Arlington Company, a maker of pyroxylin plastics and lacquers. In the 1920s the company used its wartime profits to diversify, as it established its presence in the dyestuffs, paints, plastics, cellophane and synthetic textile fibers markets. During this period the Du Pont Company invested its surplus capital in General Motors and by the mid 1920s it had obtained a controlling interest. In 1922 the company established a Fundamental Research Program as it set up laboratories devoted to physical, polymer, and organic chemistry. In 1937 the polymer chemistry laboratory, under the leadership of Dr. Wallace Carothers, developed nylon.

Rapid expansion across multiple product lines pushed Du Pont into pioneering what is known as the decentralized, multidivisional or M-form of corporate management beginning about 1919. Each division came to act as a semi-independent firm or profit center, with the central headquarters mostly responsible for planning, fact-gathering and resource allocation. Through Du Pont money and influence, the same arrangements were also implemented and refined at General Motors, bringing both firms leadership in their respective industries for another half-century.

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Scope and Content

The E. I du Pont de Nemours & Company minute books document an important era in the history of the company from just before the turn of the twentieth century through the 1930s. The DuPont Company in this time went through many changes in structure under the leadership of cousins T. Coleman du Pont, Alfred I. du Pont, and Pierre S. du Pont.

Series I contains the stockholders', board of directors' and committee minutes of the three separate corporate incarnations of the parent company, E.I. du Pont de Nemours & Company.

Subseries A consists of the stockholders' and directors' minutes of the three E.I du Pont de Nemours & Companies from November 1899 through December 1937. The first volume covers the 1899-1902 company and documents the period of family management under Eugene du Pont. Volumes 2-4 cover the second company (1902-1912) as reorganized by the three cousins and the steps by which it came to dominate the American explosives industry and then subsequently broken up under court orders. Volumes 5-7 are the directors' minutes and volume 8 the stockholders minutes of the third company from its formation in 1915 through 1937, during which it expanded into a wide range of chemical manufacture and implemented the basic research programs and management innovations that would keep it on a sound footing through the period of post-World War II prosperity.

Subseries B consists of the minutes of the third company's Executive Committee dating from September 1915 to February 1940. Of interest in this series are minutes regarding the 1903 establishment of the Experimental Station and later DuPont's strategy of developing technologically innovative products using a decentralized system of R & D divisions in its departments. The minutes also describe Charles Stine's success in selling the Executive Committee on the investment in the fundamental research program (exec committee meeting, Dec. 22, 1926), giving rise to polymer research and Nylon.

Subseries C contains the minutes from the Finance Committee, dating from October 1915 to December 1938. Here researchers can see how various projects were funded in the early twentieth century as well as the distribution of bonuses, in particular the awarding of "B" bonuses in 1916 to female employees.

Subseries D consists of the records of the "A" Bonus Committee, February 1919 to April 1939 detailing who received bonuses (typically company stock) and for what work they were received.

Series II consists of the minutes of the secondary holding company, E.I. du Pont de Nemours Powder Company (Delaware) from May 1903 until July 1907 when it was bought by the E.I. du Pont de Nemours Powder Company (New Jersey)

Series III consists of the records E.I. du Pont Powder Company (New Jersey) formed in 1903 to bring DuPont's many acquired companies under a uniform operating manangement.

Subseries A consists of the minutes of the meetings of both the stockholders and directors, June 1903 through November 1926. They document how DuPont continued to buy up independent explosives companies and developed a system of operating departments.

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Subseries B consists of the minutes of the Executive Committee, dating from February 1903 through May 1916. These document the operation of the powder company and include reports of inventories, sales, explosions, and safety.

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Administrative Information

Publication Statement Manuscripts and Archives

PO Box 3630 Wilmington, Delaware 19807 [email protected] URL: http://www.hagley.org/library

Provenance On Deposit from E.I. du Pont de Nemours & Company. DuPont Legal.

Access Restrictions This collection is open for research. Litigators may not view the collection without approval.

Use Restrictions Literary rights retained by depositor.

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Controlled Access Headings

• Minutes • Explosives industry • Gunpowder industry • Consolidation and merger of corporations • Antitrust law • Chemical industry

- Page 8- E.I. du Pont de Nemours & Company minute books 2530 • Financial statements • E.I. du Pont de Nemours Powder Company

Collection Inventory

Parent Companies, 1899 October-1937 December Language of the Material: English. Scope and Content

Contains the minutes of E.I. du Pont de Nemours & Company parent companies. The series is further divided into subseries based on committee of origin (where applicable). Subseries A includes the minutes of E.I du Pont de Nemours & Company from November 1899 through February 1902. It documents the company's incorporation with Eugene du Pont as president. Subseries B, February 1902 – November 1912, details the re-incorporation of the company in February 1902 with the installation of the three cousins as the top executives. T. Coleman du Pont was named as president, Alfred I. du Pont, vice president, and Pierre Samuel du Pont, treasurer. Subseries C, September 1915 – December 1937 are the minutes that follow the reorganization of 1915. Subseries D, dating from September 1915 to February 1940, are the minutes from the Executive Committee. Of interest in this series are minutes regarding the 1903 establishment of the Experimental Station and later DuPont's strategy of developing technologically innovative products using a decentralized system of R & D divisions in its departments. The minutes also describe Charles Stine's success in selling the executive committee on the investment in the fundamental research program (exec committee meeting, Dec. 22, 1926), giving rise to polymer research and Nylon. Subseries E contains the minutes from the Finance Committee, dating from October 1915 to December 1938. Here researchers can see how various projects were funded in the early twentieth century as well as the distribution of bonuses, in particular the awarding of "B" bonuses in 1916 to female employees. Finally, Subseries F is the records from the "A" Bonus Committee, February 1919 to April 1939 detailing who received bonuses and for what work they were received.

E.I. du Pont de Nemours & Company Stockholders and Directors Meeting Minutes, November 1899 - February 1902 Title/Description Instances Stockholders and Directors Meeting Minutes, Bylaws, volume 1 November 1899 - February 1902 Language of the Material: English.

E.I. du Pont de Nemours & Company Stockholders and Directors Meeting Minutes, February 1902 - November 1912 Title/Description Instances Stockholders and Directors Meeting Minutes, Bylaws, volume 2 Certificate of Incorporation, February 1902 - August 1903

Stockholders and Directors Meeting Minutes, August 1903 - volume 3 February 1908

Stockholders and Directors Meeting Minutes, February 1908 - volume 4 November 1912

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E.I. du Pont de Nemours & Company Stockholders and Directors Meeting Minutes, September 1915 - December 1937 Title/Description Instances Directors Meeting Minutes, September 1915 - January 1922 volume 5

Directors Meeting Minutes, February 1922 - November 1929 volume 6

Directors Meeting Minutes, December 1929 - December 1937 volume 7

Stockholders Meeting Minutes, December 1915 - June 1937 volume 8

E.I. du Pont de Nemours & Company, Executive Committee Minutes, September 1915 - February 1940 Title/Description Instances Executive Committee Minutes, September 1915 - December volume 9 1916

Executive Committee Minutes, January 1917 - December 1917 volume 10

Executive Committee Minutes, January 1918 - April 1919 volume 11

Executive Committee Minutes, May 1919 - May 1920 volume 12

Executive Committee Minutes, June 1920 - March 1921 volume 13

Executive Committee Minutes, April 1921 - May 1922 volume 14

Executive Committee Minutes, June 1922 - October 1923 volume 15

Executive Committee Minutes, November 1923 - May 1925 volume 16

Executive Committee Minutes, June 1925 - June 1927 volume 17

Executive Committee Minutes, July 1927 - December 1929 volume 18

Executive Committee Minutes, January 1930 - December 1930 volume 19

Executive Committee Minutes, January 1932 - December 1933 volume 20

Executive Committee Minutes, January 1934 - December 1935 volume 21

Executive Committee Minutes, January 1936 - June 1937 volume 22

Executive Committee Minutes, July 1937 - December 1938 volume 23

Executive Committee Minutes, January 1939 - February 1940 volume 24

E.I. du Pont de Nemours & Company, Finance Committee, October 1915 - December 1938 Title/Description Instances Finance Committee Minutes, October 1915 - December 1918 volume 25

Finance Committee Minutes, January 1919 - December 1922 volume 26

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Finance Committee Minutes, January 1923 - December 1927 volume 27

Finance Committee Minutes, January 1928 - December 1931 volume 28

Finance Committee Minutes, January 1932 - December 1935 volume 29

Finance Committee Minutes, January 1936 - December 1938 volume 30

E.I. du Pont de Nemours & Company, "A" Bonus Committee, February 1919 - April 1939 Title/Description Instances "A" Bonus Committee Minutes, February 1919 - May 1933 volume 31

"A" Bonus Committee Minutes, March 1934 - April 1939 volume 32

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E.I. du Pont de Nemours Powder Company (Delaware), 1903 May-1907 July Scope and Content

Contains the minutes from the E.I. du Pont de Nemours Powder Company (Delaware) from May 1903 until July 1907 when it was bought by the E.I. du Pont Powder Company (New Jersey).

Title/Description Instances Stockholders and Directors Meeting Minutes, May 1903 - July volume 33 1907

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E.I. du Pont de Nemours Powder Company (New Jersey), 1903 June-1926 November Scope and Content

Contains the records from the holding company, E.I. du Pont Powder Company (New Jersey) formed in 1903 to consolidate the company's holdings in the industry. Subseries A are the minutes of the meetings of both the Stockholders and Shareholders, June 1903 through November 1926. Subseries B includes the minutes from the Executive Committee, dating from February 1903 through May 1916. These document the operation of the powder company and include reports of inventories, sales, explosions, and safety.

Directors & Shareholders Meeting Minutes, June 1903 - November 1926 Title/Description Instances Directors Meeting Minutes, June 1903 - December 1904 volume 34

Directors Meeting Minutes, January 1905 - August 1906 volume 35

Directors Meeting Minutes, September 1906 - July 1908 volume 36

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Directors Meeting Minutes, August 1908 - June 1909 volume 37

Directors Meeting Minutes, May 1909 - July 1910 volume 38

Directors Meeting Minutes, August 1910 - February 1912 volume 39

Directors Meeting Minutes, March 1912 - March 1914 volume 40

Directors Meeting Minutes, April 1914 - March 1915 volume 41

Directors Meeting Minutes, April 1915 - September 1917 volume 42

Directors Meeting Minutes, November 1917 - May 1926 volume 43

Stockholders Meeting Minutes, May 1903 - March 1906 volume 44

Stockholders Meeting Minutes, May 1906 - August 1910 volume 45

Stockholders Meeting Minutes, March 1911 - May 1926 volume 46

Executive Committee Minutes, February 1903 - May 1916 Title/Description Instances Executive Committee Minutes, February 1903 - August 1903 volume 47

Executive Committee Minutes, August 1903 - February 1904 volume 48

Executive Committee Minutes, March 1904 - June 1904 volume 49

Executive Committee Minutes, July 1904 - November 1904 volume 50

Executive Committee Minutes, November 1904 - February 1905 volume 51

Executive Committee Minutes, March 1905 - September 1905 volume 52

Executive Committee Minutes, October 1905 - March 1907 volume 53

Executive Committee Minutes, March 1907 - August 1908 volume 54

Executive Committee Minutes, September 1908 - November volume 55 1912

Executive Committee Minutes, December 1912 - May 1916 volume 56

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