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EXHIBIT 5485-C

A LETTER TO INDUSTRIAL SHAREHOLDERS

Factual Material for the Interest, Benefit and Protection of Stockholders...

Issued by National Industrial Council

To Industrial Stockholders:

No. 1 11 West 42nd Street, New York

We are sending you this bulletin because you are a stockholder in a member company of an organization affiliated with the National Industrial Council. You and approximately 12 million other investors in American corporations are directly affected by all legislative enactments and proposals and by all administrative policies which tend to regulate and control the conduct, and tax the income, of corporations in which you hold securities. But you cannot protect your investments without first knowing where they are being attacked. That is why you, in your own interest, will want to be apprised of all measures affecting business and want to know exactly what they mean to you as an investor.

Since the National Industrial Council functions to represent the best interests of industrial companies, we feel that the scope of our duties likewise covers the best interests of stockholders in these companies.

We are therefore taking it upon ourselves to advise industrial stockholders of enactments, proposals and policies which directly or indirectly concern the welfare of industrial companies. Consequently, from time to time, you will receive communications dealing with matters which, in our opinion, concern you as a stockholder.

In this current bulletin we summarize for you legislation introduced in the recently concluded session of Congress which affects industrial corporations. We also include in this bulletin a brief review of major decisions of the United States Supreme Court since January 1, 1936, which are of interest to industrial stockholders.

We hope we may have your comments on the contents of this bulletin and your suggestions as to points which might be covered in future bulletins to industrial stockholders.

Very truly yours,

NATIONAL INDUSTRIAL COUNCIL.

HOW LEGISLATIVE MEASURES AFFECT INDUSTRY AND ITS STOCKHOLDERS

Every industrial stockholder is affected by legislation enacted by Congress. There are a number of types of legislation with which stockholders, in their own interest, should be concerned. Briefly, these include:

(1) Legislation increasing the cost of government-since increased costs must be borne either by present or future increased taxation on business enterprises or on dividends dispersed by them, or both.

(2) Legislation which seeks to substitute the judgment of government officials for that of industrial executives in problems of business policy. Such legislation keeps industry in a state of constant uncertainty, prevents essential long range planning, and generally retards business improvement.

(3) Tax bills which directly increase the taxes which corporations must pay before they can make payments to stockholders. Not only do such taxes decrease the amount of money available for dividends, but they often result in increased prices to consumers which, in turn, may mean lower production for the companies affected. Not only that, but you yourself often pay price raises traceable to such taxation.

(4) Legislation which taxes stockholders more upon earnings received in the form of dividends.

(5) Legislation which puts the government into competition with private enterprise.

All of the above types of legislation affect stockholders either by altering the value of the stockholders' proportionate investment in the company, by reduc ing the ability of the company to earn, by reducing the net earnings available for dividends, or by increasing taxes upon dividends themselves.

WHAT YOU CAN DO ABOUT IT

As an industrial shareholder you should carefully consider all proposed and enacted state and national legislation in the light of these five points. You should see how it affects the welfare and earnings of companies in which you have investments. You should study the votes of your state and national legislative representatives, and should carefully weigh the records, statements and pledges made by candidates for legislative positions.

Remember, they are your representatives.

REVIEW OF LEGISLATIVE MEASURES AFFECTING INDUSTRY

Following is a brief picture of major industrial legislation, passed by the last Congress, which falls into one or more of the five groups enumerated heretofore and which is, we believe, definitely detrimental to the best interests of industry and to you as a stockholder in industry.

While some of these measures may have no apparent bearing on your investments, they all illustrate a trend which is definitely contrary to the best interests of all business and all industrial stockholders.

BILLS ENACTED INTO LAW

New tax bill: The new tax bill increases the amount of taxes which corporations must pay; in addition it establishes a new tax principle, namely— that corporations are subject to a special tax when they do not pay out their earnings in the form of dividends.

Objections to this kind of taxation are:

(1) The attempt to substitute government control of industry for the judgment of corporations directors, who are in a better position to know the problems of their own companies, by setting up a standard as to the amount of earnings that should be paid out as dividends.

(2) In attempting to prevent, by taxation, the establishment of surpluses the authors of the act forget two essential points:

a. That most successful corporations have grown from small beginnings by accumulating reserves and investing them in plant and equipment.

b. That corporation reserves are a direct benefit to the employees and stockholders. During the past five years manufacturing corporations have paid out approximately 10 billion dollars more than they earned, a major portion of which was used to sustain payments of salaries, wages and interest.

Patman-Robinson Price Discrimination Act: This bill started out simply as a measure to regulate chain stores. Actually, however, it goes much further and regulates the business methods of manufacturing companies, at the same time substituting the judgment of government officials for that of business executives as to what is sound business policy.

It creates uncertainties as to what business practices are legitimate; it prohibits price discriminations in one case and sanctions them in another, with no clear line of demarcation between the two. Its muddled definition of terms adds new doubts and confusion to business.

Walsh-Healey Act: This act is designed to control wages, hours and certain other conditions of employment in companies having government contracts. Objections to it are:

(1) It gives enormous power over business to the Secretary of Labor. In many cases the arbitrary determination of wages which must be paid on government work would preclude the possibility of performing such government work in companies engaged in performing commercial work on the basis of competition with other companies which do not do government work.

(2) The restrictions as to wages and hours per day and week are so rigid that they eliminate the possibility of performing government contracts for work of, say, an engineering character in a reasonable way as to delivery or costs. Emergency requirements for overtime must be dealt with in an emergency manner and cannot be handled in the formal and technical manner prescribed in the Act.

(3) The Act is so rigid that if the manufacturer, who is the principal contractor, has purchased any goods from any party who might subsequently be considered to have violated safety, sanitary and factory laws, he (the manufacturer) might have his goods rejected by the government. This will increase the risk and cost of doing business with the government, and will undoubtedly cause many manufacturers to refuse to bid on government work, thus increas ing the cost to the government and preventing the employees in many companies from having a chance to work on government contracts.

Civil Liberties Bill: This bill provides for a government investigation of alleged violations of civil liberties. It was particularly claimed by the authors of the bill that there is "undue interference" with the rights of labor as defined in the Wagner Labor Disputes Acts.

It may therefore be expected that the Congressional Committee will engage in a lot of investigation work this summer and in circulation of harmful statements as to the wicked things industry is supposed to be doing to labor. Apparently there was no consideration by those passing the act as to whether the Wagner Labor Disputes Act itself is constitutional, nor any consideration of the way in which labor agitators coerce and intimidate employees.

IMPORTANT BILLS NOT ENACTED INTO LAW

Of almost equal importance with the bills which were passed by Congress, are a number of bills which were not enacted. They are important to industry and industrial stockholders for two reasons: First, they provide a definite indication of the dangerous trend of legislation. Second, many of them will be revived during the next Congress, either under their present name or a

new one.

Stockholders, in their own interest, should know about these bills and be on the lookout for them.

O'Mahoney Licensing Bill requiring companies doing an interstate business to obtain government licenses. They could not obtain these licenses unless they agreed to accept Federal Government control of wages, hours and working conditions. This bill attempts through indirection to establish a form of gov ernment control which under the Constitution the Federal Government cannot do directly.

Guffey-Vinson Coal Act sought primarily to regulate the price of bituminous coal. Particularly objectionable from the stockholders' standpoint are the aspects of this bill which would (1) eventually lead to application of price fixing to all competing fuels, (2) establish price fixing not by representatives of the public, but by the sellers of the commodity, (3) permit price fixing by a majority in an industry, thus enabling inefficient management to set a price which will give profit to them while preventing more efficient mines from selling at a lower price which would give a profit to them and be of benefit to their consumers-principally manufacturing companies. As manufacturing costs are thus increased, the price of manufactured goods is raised, sales are likely to decrease and if they do employment and profits decline.

Wheeler-Rayburn Bill: The Federal Trade Commission now has power over industry to prevent "unfair trade practices", but this bill would give it the power to prevent "unfair or deceptive acts or practices." It does not define what constitutes a "deceptive" act or practice, and thus would give vague and practically unlimited powers to the Federal Trade Commission.

Thirty-Hour Week: This legislation would have increased the cost of living to all workers now employed; would have increased the cost of living to other consumers, thus restricting sales and reducing the volume of employment rather than increasing it. Also, it did not adequately take into account the fact that in some trades there is actually a shortage of labor at the present time.

Ellenbogen Textile Control Bill which would have set up a little NRA for the textile industry.

Van Nuys Bill would have prohibited employers from attempting to "influence the vote" of employees through "influence, fear or intimidation." It is worth noting that while the bill would have prohibited employers from engaging in such "intimidation" it did not seek to prevent government officials or labor union officials from practicing such coercion.

IMPORTANT SUPREME COURT DECISIONS AND WHAT THEY MEAN TO INDUSTRY AND ITS STOCKHOLDERS

For 150 years the Constitution and the Supreme Court have played a dual role in protecting the individual and his liberties. The Constitution laid down the rules of the game and the Supreme Court has seen that these rules were observed. Within these rules the American system of private enterprise was established and within them it has grown to give this nation the highest standards of living the world has ever known.

In times of national distress, however, sometimes there arises an inclination to try to change the rules under which business has grown to its present stature. Various proposals that would penalize business as a whole in return for some minor benefit crop up from time to time. There has been a trend in this direction recently.

Since January first, the Supreme Court has rendered decisions on a number of cases that have a direct bearing on the welfare of industry and, hence, on the industrial stockholder.

Chief among these:

Guffey Coal Decision: The Supreme Court declared the Guffey Coal Control Act to be an invalid exercise of congressional power. The chief importance of the decision, so far as industry and its stockholders are concerned, is the emphasis given by the Supreme Court to the fact that the relationship of employer and employee engaged in production is a local relationship not subject to regulation by the Federal Government.

A. A. A. Decision: Early in January the Supreme Court declared the AAA invalid. The court held that the act attempted to establish direct federal control over agricultural production, and that the Federal Government has no power to control such production. The substance of the decision in this case may be summarized as meaning that no power of Congress can be validly employed as part of a scheme which the Constitution prohibits.

Minimum Wage Case: The Supreme Court declared invalid the New York Minimum Wage Law. Government leaders declared that the result of this decision is to leave a "no man's land" in which neither the Federal Government nor the State Government can regulate the wages of women and children. Others maintain that it really establishes a "no government land" in which neither the Federal Government nor the State Governments can tell employees and employers what kind of contracts they can make with each other. Still others, Senator Borah, for example, say that the Supreme Court decision has been wrongly interpreted and that under the decision a carefully drawn state minimum wage act, instead of a badly drawn one, would be upheld by the Supreme Court.

T. V. A. Decision: In the so-called TVA case the Supreme Court said that the Government through the Tennessee Valley Authority was authorized to sell electrical energy produced at the Wilson Dam, which was held to have been Inwfully construed by the Government.

The Supreme Court made it very clear, however, that it was expressing no opinion one way or another as to the Constitutional right of the Government to obtain and operate local or urban electrical power distribution.

As a shareholder in an American Business corporation you have a direct and personal interest in all affairs of government which may affect the value of your investment.

You should be prepared, therefore, to protect your interests. Know who your Congressmen and Senators are; contact them locally when they return home to seek the opinions of their constituents; be ready to communicate with them in Washington if you believe that pending legislation threatens the investments of the country upon which industry largely depends as the basis for operating.

Accept your responsibility as a part owner of American Industry.