Corporate Disclosure: Hearings Before the Subcommittee on Budgeting ... - United States. Congress. Senate. Committee on Government Operations. Subcommittee on Budgeting, Management, and Expenditures, United States. Congress. Senate. Government Operations Committee - Google Bøker

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CONTENTS

Opening statement of Senator Metcalf

O ning statement of Senator Muskie...

WITNESSES

Simon. Norton, industrialist and financier, accompanied by Alvin E.

Toffel, Allen Robert Block, and Theodore Weisman.......

Largua, George M., senior vice president, First National City Bank, New

York, accompanied by Philip W. Heston, vice president, First National

City Bank, and Charles W. Bisset, vice president, First National City

Ratner, Prof. David L., professer of Law, Cornell Law School___

Tam, Hon. Robert D., Chairman, Civil Aeronautics Board, accompanied
by Thomas J. Heye, Administrative Assistant to Chairman; W. Fletcher
Lutz, Director, Bureau of Accounts and Statistics; William Caldwell,
Director, Bureau of Operating Rights; and Burton Kolko, Chief,
Agreements Division...

Robertson, Reuben B., III, counsel, Aviation Consumer Action Project,
accompanied by Mimi Cutler, research director of ACAP.

Page

118

138

197

ADDITIONAL MATERIAL

Lingua, George M.:

Prepared response to statement of Norton Simon..

Sample Federal Communications Commission questionnaires, with

instructions, which banks must file.

Exhibit I-The Investment Management Group of First National City

Bank 1973 Review..

Exhibit II-Letter to Senator Metcalf from Walter B. Wriston,

chairman, First National City Bank, dated January 24, 1973,

regarding holdings of Carolina Power & Light Co...

Exhibit III-Table showing breakdown of 100 largest common stock

holding of Citibank by regulated industry, December 31, 1973....

Simon, Norton:

Paner, Prof. David L.:

Supplemental statement of Norton Simon in response to statement of

George M. Lingua.........

Prepared statement..

132

Timm, Hon. Robert D.:

Exhibit 1-1947 reporting form of air carriers to CAB..

Exhibit 2-Current reporting form of air carriers to CAB.

Exhibit 3-Current reporting form of air freight forwarders.

Exhibit 4-1970 CAB amended Economic Regulations, part 245.

Exhibit 5-1972 CAB ER-780, amendment No. 4, part 245,

Economic Regulations-Reports of Ownership of Stock and

Other Interests.

Attachments B, C, and D:

Sample reports filed with CAB under Regulation ER-780,

amendment No. 4, part 245, Economic Regulations______ 157-165

CAB Order 74-1-132 for the purpose of determining whether

financial institutions may influence the management of airlines.

Metcalf, Hon. Lee:

Table showing common stock holdings of airline industry by bank

trust departments in the year 1972

Tables showing air carrier's indebtedness by major lenders as of

December 31, 1971:

Insurance companies...

Air suppliers and others identified.

Table showing percent of individual carrier's debt held by top 10

industry holders..

Tables showing major holder of individual carrier's debt, December
31, 1971.

181

Table showing the importance of convertible debt as of December 31,

1971, by individual carrier..

News articles concerning CAB closed meetings:

"Airline Analysts Bar Press from Meeting At Request of CAB,"

by Todd E. Fandell, Wall Street Journal, January 24, 1974...

"The 'Insiders' From the CAB," editorial from the Wall Street

"Incident Revives Debate on Investor Talks Policy," by William H.

Cregory, Aviation Week and Space Technology, February 4, 1974.

Robertson, Reuben B., III:1

Tables showing airline and related holdings of Cede & Co....

Companies represented on airline boards of directors..

Letter to Senator Metcalf, dated April 1, 1974, re Senator Brock's

inquiry during hearings on relationship between equity and debt

in the overall capitalization of the airline industry..

CEDE & Co. (DEPOSITORY TRUST Co.)

Letter from Chairman Metcalf to William T. Dentzer, Jr., chairman of the

board, Depository Trust Co., regarding Cede & Co., February 28, 1974.

Response by Mr. Dentzer to Chairman Metcalf, March 13, 1974, including

security position listings of named Depository Trust participants, as of

February 28, 1974, in the following companies.

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QUALITY CONTROL MARK

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APPENDIX B. Voting Rights AND POLICIES OF MAJOR INSTITUTIONAL INVESTORS

Chairman Metcalf's October 11, 1973, letter to 25 institutional investors with

assets of $5 billion or more under management at the end of 1972 with responses

from the following companies.

Morgan Guaranty Trust-

Prudential Insurance.

First National City Bank.

United States Trust..

Metropolitan Life Insurance-

Equitable Life Insurance.

Chase Manhattan. - -

Travelers Insurance..

New York Life Insurance.

Manufacturers Hanover Trust-

Mellon Bank...........

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Memorandum from Julius Allen, senior specialist in business economics,

Congressional Research Service, Library of Congress, to Vic Reinemer,

Staff Director, Subcommittee on Budgeting, Management and Expendi-

tures, regarding voting practices of investment advisory companies and

trokerage firms with respect to stock held in trust by them..

Investment advisory companies and brokerage houses of which information

wys requested.......

Text of letter from Mr. Allen to investment advisory companies.

Txt of letter from Mr. Allen to brokerage houses.

Responses from following investment advisory committees: 1

Alliance Capital Management Corp..

Chase Investors Management Corp-

Continental Investment Corp.

Herbawer & Weeks, Loeb Rhoades, and Paine, Webber did not respond to requests.

Lionel D. Edie & Co..

Fidelity Management & Research Co..

Investors Diversified Services, Inc..

Loomis Sayles & Co..

T. Rowe Price Associates, Inc.

Massachusetts Financial Services, Inc.

Scudder, Stevens & Clark..

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NOMINEES OF MAJOR INSTITUTIONAL INVESTORS

Nominees of the major institutional investors, as excerpted from the 1974

Nominee List, published by the American Society of Corporate Sec-

retaries, Inc., One Rockefeller Plaza, New York, N. Y. 10020_--

APPENDIX E. MATERIAL SUPPLIED BY HEARING WITNESS REUBEN B.

Letter to Senator Metcalf, dated April 1, 1974.........

1. MATERIAL CONCERNING CAB HANDLING OF COMPLAINT ON AIRLINE OWNERSHIP

REPORTING VIOLATIONS

Complaint to Civil Aeronautics Board, Dated August 12, 1970, filed by

Reuben B. Robertson III against various air carriers and financial

institutions (CAB Docket 22468).

Article from Wall Street Journal, August 14, 1970: "A Nader Associate

Says Holdings in Airlines Are Being Kept Secret".

Article from Aviation Daily, August 14, 1970: “Nader Group Urges CAB

Probe of Airline Stock Ownership".

Complaint filed June 22, 1972, by Ralph Nader and Reuben B. Robertson

III Against Various Named CAB Officials, United States District Court

for the District of Columbia (Civil Action No. 1240-72).

Order of U.S. District Judge June L. Green, in Civil Action 1240-72,

Dated November 10, 1972 Ordering CAB Director of Enforcement to

Respond to Robertson Complaint Within 30 Days.

Letter from Richard O'Melia, Director of CAB Bureau of Enforcement,

Dated December 11, 1972, Dismissing Complaint In Docket 22468-

Motion of Reuben B. Robertson III Filed December 26, 1972, Requesting

CAB To Review Action of Director of Enforcement in Dismissing

Complaint In Docket 22468_

Letter Dated January 31, 1973 to CAB from Emmet, Marvin & Martin,

Attorneys for the Bank of New York, opposing Motion for Review,

With Exhibits Showing Extensive Ex Parle Contacts with CAB En-

forcement Staff..

CAB Order 73-2-92, Adopted February 23, 1973, Affirming Decision of

Enforcement Director and Dismissing Complaint In Docket 22468------

2. REPORTS FILED WITH CIVIL AERONAUTICS BOARD PURSUANT TO REVISED RE-

PORTING REQUIREMENTS UNDER 14 C. F.R. PART 245, SHOWING AIRLINE

HOLDINGS AS OF DECEMBER 31, 1973

3. MATERIAL CONCERNING VOTING RIGHTS AND OTHER POWERS HELD BY CHASE

MANHATTAN BANK UNDER TYPICAL PENSION AND OTHER EMPLOYEE BENEFIT

TRUST AGREEMENTS

Standard Trust Agreement Form (From Hearings Before Antitrust Sub-

committee (No. 5)), House Committee On The Judiciary, Investigation

of Conglomerate Corporations, serial 91-23, part 1, p. 587 (1969)___

4. CHASE MANHATTAN BANK AIRLINE CREDIT AGREEMENTS

Eastern Air Lines, $300 million, dated September 1, 1972.

American Airlines, $300 million, dated April 1, 1971----.

5. MATERIAL SUBMITTED FOR THE RECORD CONCERNING EASTERN-CARIBAIR

ACQUISITION CASE

Article By Don Bedwell, Miami Herald, October 28, 1970: "Eastern

Arines to Pay $10.4 Million for Caribair".

Article By Don Bedwell, Miami Herald, November 1, 1970: "Dreams of

Dominance Dashed-Liquidation Bitter Finish For Proud Little

Article By Don Bedwell, Miami Herald, November 3, 1970: "Caribair

Cites Urgency on Aid",

"Pane Talk" Column By Don Bedwell, Miami Herald, November 15,

1970: "Pan American Fights Eastern's Offer to Buy Failing Caribair".

Laerpts from August 3, 1972 opinion of Civil Aeronautics Board in

Fastern-Caribair Acquisition Case, Docket 22690--

Ar de from Washington Star-News, October 24, 1972: "Nixon Won't Back

Ar Merger Denial".

MATERIALS CONCERNING ALLEGHENY AIRLINES-MOHAWK AIRLINES MERGER

"hawk Board of Directors-Excerpts from Minutes of Meetings (from

} int exhibit 104, CAB Docket 23371)..

A gheny Board of Directors-Excerpts from Minutes of Meetings (from

; int exhibit 103, CAB Docket 23371).

Narrative Statement of Merger Negotiations (joint exhibit 100, CAB

Docket 23371)..

To mony of Leslie O. Barnes, on cross examination, concerning contact

with Chase Manhattan Bank (hearings before CAB July 19, 1971,

Locket 23371)....

Restated Credit Agreement dated March 30, 1972 between Allegheny

Ariines, Inc., and Chase Manhattan Bank of North America et al_____

MATERIALS CONCERNING HOTEL TRANSACTIONS BETWEEN EASTERN AIR LINES

AND LAURANCE S. ROCKEFELLER

Lyserot from Eastern Air Lines, Inc. 1969-70 Annual Reports to Stock-

APPENDIX F. MORGAN TRUST AND ITS HOLDINGS IN ELECTRIC UTILITIES

Letter from Ellmore C. Patterson, chairman of the board, Morgan Guar-

ar Trust, to Chairman Lee Metcalf, January 23, 1974__.

fron Senator Metcalf to Mr. Patterson, Feburary 4, 1974-

er from Mr. Patterson to Senator Metcalf, February 27, 1974.

L er from Senator Metcalf to Mr. Patterson, March 6, 1974.

latter from Mr. Patterson to Senator Metcalf, March 19, 1974--

Letter from Senator Metcalf to Board Chairman Jack K. Horton, Southern
fornia Edison, March 1, 1974 (similar letters were sent to the chief

tentive officers of Duke Power, Florida Power and Long Island

from Mr. Horton, Southern California Edison, to Senator Metcalf,

Le from President Carl Horn, Jr., Duke Power Co., to Senator Metcalf,

1. from President Andrew H. Hines, Jr., Florida Power, to Senator

Me tealf, March 11, 1974.

Ler frm General Counsel Edward M. Barrett, Long Island Lighting

to, to Senator Metcalf, March 12, 1974.

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