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(The documents referred to at p. 19 follow:)

February 18, 1969

Mr. E. V. Klein

President

National General Corporation
One Carthay Plaza

Los Angeles, California 90048

Dear Mr. Klein:

During the 91st Congress, the House Antitrust Subcommittee will study the legal and economic significance of mergers and acquísitions by so-called conglomerate corporations. This study is undertaken pursuant to House Resolution 93, 91st Congress, adopted February 5, 1969, a copy of which is enclosed.

Additional background on this study is set forth in the enclosed press release which I issued on October 9, 1968. While all definitions at this stage of the investigation necessarily must be tentative, for the purpose of this study, the Subcommittee considers a conglomerate corporation to be one whose activities encompass a variety of industrial activities that serve more or less separate and distinct markets. The proliferation in recent years of this type of corporate organization, whose activities involve a number of different and frequently unrelated industries and markets, has caused many observers to become concerned about a threatened widespread restructuring of American industry.

National General Corporation has been selected by the House Antitrust Subcommittee for inclusion in its sample for intensive study of the development and operation of the conglomerate type corporate organization. Cooperation from you and your associates is requested to assist the Subcommittee in this endeavor. Attachment A sets forth specific types of information and documents that the Subcommittee will need to complete its task.

It is the Subcommittee's intention to conduct this study in a manner to avoid to the maximum extent practicable interference with the normal routines of National General and to impose a minimum burden on the time and effort of its officials, personnel and facilities. It is hoped that virtually all of the information requested may be assembled from materials presently existent and available in the files of National General. In your response to the Subcommittee's requests, we wish to avoid wherever possible the necessity to prepare nev documents or materials, or to prepare elaborate presentations that duplicate information presently available in another format.

It would facilitate the Subcommittee's study if National General would designate a representative to deal with the Subcommittee staff. The Subcommittee's representative for this purpose is:

Kenneth R. Harkins

Chief Counsel

Antitrust Subcommittee
Room 2140

Rayburn House Office Building

Washington, D. C. 20515

Telephone 202/225-4853

Thank you for your courtesy and cooperation with the Subcommittee in this study.

Sincerely yours,

Enclosures

Emanuel Celler

Chairman

TH

ATTACHMENT A

REQUEST FOR INFORMATION FROM

NATIONAL GENERAL CORPORATION

February 18, 1969

1.

2.

3.

4.

5.

6.

Provide organization charts which show (a) the overall structure of the corporation, and (b) details of the primary management structure of the corporate headquarters, on January 1, 1960, and on January 1, 1969, together with a list of all subsidiaries or affiliates in which National General had 50 percent or more of the voting stock with their principal products or operations on said dates. Provide a copy of any management manual or statement of policy for the use of senior corporate management officials in the consideration of proposed mergers or acquisitions of outside corporations. Provide charts to show the personnel and organizational relationships of any distinct and separate staff organization for mergers and acquísitions.

Identify the persons whose management functions have included responsibility for the identification, development, evaluation, and final decision on merger or acquisition transactions during the period January 1, 1960 through February 1, 1969.

Identify each investment banking firm, consultant, broker, and other person outside the National General organization retained or used by National General to develop or evaluate participation in proposed merger or acquisition transactions during the period January 1, 1960 through February 1, 1969.

Identify each transaction, during the period January 1, 1960 through January 1, 1969 in which National General acquired or disposed of 50 percent or more of the voting stock of another corporation.

Identify all proposed merger or acquisition transactions that were considered and abandoned during the period January 1, 1960 through January 1, 1969. An abandoned merger or acquisition transaction is one where the decision not to go forward with transaction proposed was made by the senior executive management official or officials of National General.

With respect to each transaction listed in items 4 and 5 above that occurred during the period January 1, 1964 through February 1, 1969, provide the information requested in subparagraphs

(a) through (k) below.

Information requested includes correspondence, memoranda, records of telephone conversations, reports, statistics, and information in any other form that is stored or retained by National General in the form in which such information customarily is made available to National General's management officials with executive responsibilities.

(a)

(b)

(c)

(d)

(0)

(1)

(8)

(h)

Correspondence, memoranda, reports or other communications among the individuals identified in item 2 above. Correspondence, memoranda, reports or other communications between persons identified in item 3 above, and any director, official, representative, or employee of National General.

Reports, memoranda, or other communications submitted
to E. V. Klein, L. H. Levin, Alan May, and any other
person at the vice presidential level with treasury,
comptroller, or planning responsibility.

A copy of each document submitted to any agency of the
United States Government.

A list of all contracts between any agency of the United States Government and the acquired corporation that were transferred or acquired in the transaction.

A copy of any communication from a representative of the United States Government with respect to the transaction or to materials submitted in connection with the transaction.

Identify any director or person with management responsibilities of National General or any subsidiary or affiliate in which National General owned 50 percent or more of the voting stock, who, at the time of the transaction served directly or indirectly as a director or official with management responsibilities in the acquired corporation or any subsidiary or affiliate in which the acquired corporation owned 50 percent or more of the voting stock.

Contractual documents involved in closing the transaction.

Th

7.

8.

(1)

(3)

(k)

Profit and loss statements, balance sheets, and other financial records that relate to the operations of the acquired corporation which were presented to or used by individuals identified in item 2 above.

Profit and loss statements, balance sheets, and other financial records relating to the operations that were acquired in the transaction for each 12-month period subsequent to the closing date of the transaction which were submitted to the individuals identified in item 2 above, or to any person at the vice presidential level with treasury or comptroller responsibilities.

Performance evaluation reports on persons responsible
for operations that were acquired in the transaction for
each 12-month period subsequent to the closing date of
the transaction which were submitted to any individual
identified in item 2 above, or to any person at the vice
presidential level with treasury or comptroller responsi-
bilities, or to any member of the board of directors of
National General.

Provide copies of National General's annual reports for each year 1960 through 1968.

After analysis of the foregoing information, requests for additional information may be necessary. Inquiries concerning information requested should be submitted to:

Kenneth R. Harkins

Chief Counsel

Antitrust Subcommittee

Room 2140

Rayburn House Office Building

Washington, D. C. 20515

Telephone 202/225-4853

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