At the moment I can offer you, ex Mr. Emig's connections: up to 3,000 tons per month of black steel sheets, plain or single pickled, oiled or dry, packed preferably in lifts not exceeding two gross tons. Lengths, 5 to 12 feet. Widths, 24 to 48 inches. Gages, United States, 16 to 26. All at buyer's option, At $4.14 per 100 pounds cost and freight BA, usual terms, based on United States gage 20, differentials as per official list, plus 2.30 to be billed as "hot rolled annealed extra smooth sheets." In case you want this material or any part of it, airmail immediately a complete order sheet, made out with all the data on form AEC 49, in sextuplicate, if in any way possible also a certificate of urgency or at least some kind of recommendation from your own Government, showing use of the sheets in detail, and my contract as your purchasing agent, giving me power of attorney to act for you in the matter. In the order sheet, do not mention any previous correspondence, but just ask me to procure for you at ceiling prices material as per specification. SUMMARY I wish to become your purchasing agent and to fill a dual role. One is to get for you just as much tonnage at ceiling prices with help of priorities and allocations as possible, taking care of all applications to the Government, appeals, etc. The other is to get for you shipments without priorities or allocations or on low-ranking priorities, taking care of the payments which will have to be made on the side on a manner to be authorized by you. Besides, I will take care of all matters concerning shipment which the ordinary exporter would handle, also keep you advised on all changes, regulations, etc., that affect the business. For these purposes, you are to employ me as your official purchasing agent and give me power of attorney to act in your behalf. I shall send you, by regular airmail a request asking to be made your purchasing agent, and I would ask you to send me a short cable answering that letter either in the affirmative or the negative just as soon as you have received this letter and have given the matter careful consideration. For your information, I shall wait for your decision before taking any other steps. I am, however, definitely leaving the North River Steel Corporation or at least separating myself from Mr. Barreau. Should your answer be in the negative, then I intend to drop the exporting business altogether for the duration of the war, and accept a position which is open with one of the large United States mills. Therefore, please let me have your reaction soon and be assured that your interests will be fully safeguarded while the North River Steel Corporation is being liquidated. Yours very truly, EXHIBIT No. 510 [Letter (with penciled translation) from Vereinigte Stahlwerke A. G., Düsseldorf, Germany, to George E. Dix, Steel Union Co., Inc., New York, N. Y., dated October 13, 1927] VEREINIGTE STAHLWERKE, Düsseldorf, den. 13. Oktober 27. Herrn GEORGE E. DIX, % Steel Union Co., Inc., New York: Betreffend Sheet Piling, Inc., und Steel Union Company, Inc., bestätigen wir den Empfang Ihres Schreibens vom 29. vr. Mts. und sind mit Ihren Vorschlägen einverstanden, insbesondere sind wir auch damit einverstanden, dass aus den von Ihnen angegebenen Gründen Sie hinsichtlich 5 shares keine Treuhanderklärung ausstellen. Der letzten Absprache in New York entsprechend, werden wir auch veranlassen, das die drei holländischen Direktoren Ihnen ihre Amtsniederlegung balomöglichst zugehen lassen. Wenn wir es auch für richtig halten, jetzt bei dem letzthin beschlossenen Verfahren zu verbleiben, möchten wir doch nicht unterlassen, Ihnen mitzuteilen, dass sowohl Herr Reindel als auch Herr Eberstadt, die wir beide in dieser Angelegenheit hier sprechen konnten, erhebliche Bedenken darin sehen, den holländischen Mantel fallen zu lassen. Wir wollen gerne hoffen, dass es Ihnen gelingen wird, auch auf dem von Ihnen empfohlenen Wege die Schwierigkeiten zu vermeiden, die unsere Rechtsberater durch die Wahl des holländischen Mantels zu vermeiden suchten. [Translation] VEREINIGTE STAHLWERKE, Regarding Sheet Piling, Inc., and Steel Union Company, Inc., we acknowledge receipt of your letter of the 29th ultimo, and we agree with your suggestions, and particularly agree also to it that for the reasons stated by you, that no declaration is issued for the 5 shares which you are holding in trust. In accordance with the past conference in New York, we will also arrange that the 3 Dutch directors should send to you their resignations as early as possible. Even if we also consider it for the best to stick now to the recently agreed method, we should not like to fail to inform you that both Mr. Reindel and also Mr. Eberstadt, with both of which we have discussed the matter here, have considerable doubt to drop the Dutch camouflage. We will gladly hope that you will be successful to avoid any difficulties by adopting the way recommended by you, which difficulties our attorneys tried to avoid by the selection of the Dutch camouflage. EXHIBIT No. 511 [Letter from GED (George E. Dix), president, Steel Union Co., Inc., New York, to Direktor Schirner, Vereinigte Stahlwerke, A. G., Duesseldorf, Germany, dated March 9, 1928] DIREKTOR SCHIRNER, Vereinigte Stahlwerke, A. G., Duesseldorf: MARCH 9, 1928. A day or two ago, Price, Waterhouse & Co. called up and said that they had received instructions from abroad to conduct an audit of the books of Steel Union Co., Inc., and Sheet Piling, Inc. To date, I have not received any word from any of the departments in regard to this matter but have discussed it at some length with Mr. Greacen, our attorney. In view of the more or less elaborate steps and care we have taken to establish the independence of action in connection with the American companies and Stahlunion-Export and Vereinigte Stahlwerke, it immediately occurred to me that it was undesirable to have it a matter of record that you had instructed a firm of public accountants to audit our books. It would rather seem the proper procedure that you request us to have this audit done and we would then comply by hiring Price, Waterhouse to make the audit immediately. Please understand that my suggestion is intended along the lines of safeguarding the companies' interests, as our books are subject to audit at all times. I therefore cabled you today as per enclosed copy, which I trust you have understood and that you will concur with me in the wisdom of having the matter handled as above outlined. Yours very truly, EXHIBIT NO. 512 [Letter, from Edward Barreau, president, Steel Union-Sheet Piling, Inc., New York, to N. Y. Haandelmaatschappij voor Nijverheid en Commissiezaken, Rotterdam, Holland, dated January 5, 1940, in reply to a letter from the latter dated December 21, 1939, attached] By Air Mail Copy by Regular Mail JANUARY 5, 1940. N. V. HANDELMAATSCHAPPIJ VOOR NIJVERHEID EN COMMISSIEZAKEN, Rotterdam, Holland. GENTLEMEN: In reply to your letter of December 21, concerning our telephone conversation with Mr. von Goerschen of December 15, we refer to our conversation over the telephone with Mr. von Goerschen today. As explained to Mr. von Goerschen and for obvious reasons which we hope you will fully appreciate, it would be most unwise to give you a full report of our business, how it is transacted, how the profits are made, and with whom we do it, because under present political conditions it must be expected that such information may get into hands which are not qualified to have it. We are attaching hereto, however, a brief statement of the tonnage purchased and sold since the outbreak of the war, with sales value of each item. I hope you will not hold it against me if I do not go into detail insofar as reporting on our business is concerned. This policy which I have assumed in this respect is not by any means to withhold information from you but to withhold it from such people who may not be willing to use it to our advantage. The reason why I have asked for an increase of capitalization is that the banks deem it advisable in view of the volume of business which we are doing. As you are engaged in the banking business yourselves, I need not explain further why I cannot consider this request as unusual in view of the volume of business which we are doing with the small amount of capital which we have at our disposal now. I do not think I am going too far if I say that there are not many companies in this country who reach a turn-over of our size with such small working capital. However, this is neither here nor there, as Mr. Von Goerschen has explained to me over the telephone that an increase in capitalization is definitely rejected but that other plans are in progress to finance our business. We do not quite understand your repeated reference to our financial engagements, as practically all our business is done on the basis of letters of credit which we receive from our buyers. We draw against these letters of credit, sight draft ocean documents attached. All our bank does is to issue a so-called back-to-back letter of credit, which means that they issue to our suppliers a letter of credit whereby the mills draw sight with railroad bills of lading attached. There is a little gap between the issuance of the two documents, namely the railroad bill of lading and the ocean bill of lading, and this is the only chance the bank takes, but one cannot very well call that a financial engagement if you consider the fact that we are working with responsible people. We want you to be assured and to bear in mind that our business, no matter with whom, is run on a sound, conservative basis, as it has always been in the past, and you will admit that our credit losses have been far below normal, if you consider the volume of business which we have transacted during the past years and the adverse conditions and circumstances under which it had to be done. We are waiting with much interest to hear from you as to what you are willing to do in the way of financing our business over and above the accommodations which our bank is willing to give. For back-to-back letters of credit our bank has set us a limit of $300,000, which I think is pretty fair, and beyond that they demand 100 percent cash backing for any letter of credit they open in favor of our suppliers, no matter whether we have a letter of credit from our buyers or not. Something has to be done in this connection very soon; at least I have to know whether I can get quick call money at reasonable rates, as I do not think that you expect us to pass up sound and profitable business just on a technicality. If it is necessary for us to go beyond the $300,000 limit, which I expect we shall have to do soon, any sum which we have to borrow will be used merely as a deposit with our bank to back up letters of credit which they open in favor of our suppliers for business which in turn we have protected by letters of credit from our buyers. So there is no risk involved, and I think that the proposition I am making to you here is the soundest that any bank can expect. Trusting to have the pleasure of hearing from you soon, I am Yours very truly, President. NAAMLOOZE VENNOOTSCHAP, HANDELMAATSCHAPPIJ VOOR NIJVERHEID EN COMMISSIEZAKEN, Mr. EDWARD BARREAU, Besides we would request you to state us as soon as possible the motive of your considering it necessary to increase the capital with $25,000. As we deem it fundamental most undesirably that the Steel Union-Sheet Piling, Inc., enter into financial engagements of large volume in the execution of their business, we cannot understand why a capital increase is necessary, the purpose of which can only be to augment the solvency of the firm against the bankers. Furthermore we should feel obliged, if you would explain us. clearly, how it is possible for you to conclude your business with such extraordinary profit. On a superficial calculation of the figures you gave us on the 'phone, the profit is about 5 percent of the business taken by you. We await your information with interest and remain, [Letter from Eugene R. Pickrell, counselor at law, New York, N. Y., to Edward Barreau, president, Steel Union-Sheet Piling, Inc., New York, N. Y., dated June 10, 1940] Mr. E. BARREAU, President, Steel Union-Sheet Piling, Inc., New York, N. Y. EUGENE R. PICKRELL, DEAR MR. BARREAU: I am in receipt of your letter dated June 8, 1940, with enclosed copy of the decree of the Royal Dutch Government now residing in London, England, which I have perused. The purchase by you of the issued common stock of the Steel Union-Sheet Piling, Inc., from the owners, who are Netherlands subjects residing in Rotterdam, the Netherlands, would not come within the purview of this decree, if you are able to prove, in accordance with the regulations promulgated by the Dutch Minister of Justice, that these shares of stock were the property on May 15, 1940, of these Netherlands subjects. I am of the opinion that the depositing in a bank of other depository in the United States for the duration of the present European war, of the consideration given by you in the purchase of these shares of stock, would not violate the Executive order dated January 15, 1934, regulating transactions in foreign exchange, transfer of credit, and the export of coin and currency. No doubt a license could be obtained from the Federal Reserve bank for the deposit of such consideration. I have perused the Securities Exchange Act and do not believe that this statute covers the contemplated transaction. Very truly yours, E. R. PICKRELL. EXHIBIT No. 514 The cablegram from Themis Finanz-Gesellschaft, Zug, Switzerland, to Steel Union-Sheet Piling, Inc., New York, dated June 29, 1940, reads in full: "Referring to our letter, May 8, please wire confirmation transfer your shares from Delneico to ourselves." EXHIBIT No. 515 [Letter from Edward Barreau, president, Steel Union-Sheet Piling, Inc., New York, to THEMIS FINANCIAL CO., Zug, Switzerland. APRIL 14, 1941. GENTLEMEN: Referring to our cable to you of February 14 and in order to complete your records, we are enclosing herewith photostatic copy of stock certificate No. 2, covering 259 shares of capital stock of the Steel Union-Sheet Piling, Inc., issued to you as per May 6, 1940, showing proper transfer and cancelation note, dated September 24, 1940. This document is of no further material value, but we would nevertheless like to have you acknowledge receipt of same to us. Yours very truly, STEEL UNION-SHEET PILING, INC., EXHIBITS Nos. 516 AND 517 [Letter from Edward Barreau, president, Steel Union-Sheet Piling, Inc., New York, to Aktiebolaget Pars, Stockholm, Sweden, dated April 14, 1941] By air mail. Confidential. AKTIERBOLAGET PARS, Stockholm, Sweden. APRIL 14, 1941. GENTLEMEN: Your letter of March 11 has just been received, and we are surprised to learn that you should not have been advised of the fact when the transfer of the 250 shares of our company from Themis to you had become legally effective. On February 14 we cabled Themis in Switzerland the following: "Yours 12th transfer shares Delneico Themis and Themis Pars effected as per date of actual sales contracts therefore no postdating involved. Have made explanatory statements in corporation minute book. Inform all parties at interest. Confirm." and it evidently must have been overlooked somewhere to inform you properly as we suggested to Themis in this cable. A photostatic copy of the stock certificate No. 3, issued to you as per September 24, 1940, covering 250 shares of capital stock of the Steel Union-Sheet Piling, Inc., was mailed to you the latter part of February, and it evidently must have gone |