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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 918t Congross, the House Antitrust Subcommittee will study the legal and economic significance of mergers and acqui

sitions by so-called conglomerate corporations. This study 18 i undertaken pursuant to House Resolution 93, 91&t 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 18sued on October 9, 1968. While all definitions at this otage of the investigacion necessarily must be tentative, for the purpose of this study, the Subcommittee considers a conglomerate corporation to be one whose activities encompa88 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 ladustry.

National General Corporation has been selected by the House Antitrust Subcommittee for inclusion in its sample for latensive study of the development and operation of the conglomerate type corporate organization. Cooperation from you and your associates 18 requested to assist the Subcommitted 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 Subcomittee's intention to conduct this study in a nander to avoid to the maximun extent practicable laterference with the normal routines of National General and to impose a minimum burden on the time and affort of its officiale, personnel and facilities. It is hoped that virtually all of the information requested may be usanblod Iron materials prasantly 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 prepara elaborate presentations that duplicato information presencly 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 18:

Kenneth R. Harking
Chief Counsel
Antitrust Subcommittee
Room 2140
Raybura House Office Buildiag
Washington, D. C. 20515
Telephone 202/225-4853

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

Sincerely yours,

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ATTACHMENT A

February 18, 1969

REQUEST POR INFORMATION FROM
NATIONAL GENERAL CORPORATION

1.

Provide organization charta which show (a) the overall struc-
ture of the corporation, and (b) details of the prinary man-
agement structure of the corporate headquarters, on January 1,
1960, and on January 1, 1969, together with a list of all sub-
sidiaries or affiliates in which National General had 50 per-
cent 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
managakent officials in the consideration of proposed mergers
or acquisitions of outside corporations. Provide charts to
show the personnal and organizational relationships of any
distinct and separate staff organization for mergers and acqui-
sitions.

2.

Identify the persons whose nanagement 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.

3.

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

4.

Identify each transactioa, 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.

5.

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 1. one whora the decision not to go forward with a transaction proposed was made by the senior executive management official or officials of National General.

6,

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

(a) through (k) below. Information requested includes correspondence, memoranda, records of telephone conversations, reports, statistics, and laformation in any other form that 18 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 responsibilitia.

(a)

Correspondence, memoranda, reports or other communiutions among the ladividual, identified la item 2 above.

(b)

Correspondence, memoranda, reports or other communications between persons identified in item 3 abova, and any director, official, representative, or employee of National General.

(c)

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

(a)

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

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

(1)

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

(8)

Ideatify any director or person with management responsi-
bilities of National General or any subsidiary or affil-
late la 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 corpo-
ration or any subsidiary or affiliate in which the ac-
quired corporation owned 50 percent or more of the voting
stock.

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(1)

Profit and loss statemeats, 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.

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Profit and loss statements, balance sheets, and other
financial records relating to the operations that were
acquired in the cransaction for each 12-month period
subsequent to the closiog 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 to the transaction for
each 12-month period subsequent to the closing date of
the transaction which were submitted to any fadividual
identified in Itam 2 above, or to any person at the vice
presidencial level with treasury or comptroller responsi-
bilities, or to any member of the board of directors of
National General.

(k)

7.

Provide coples of National General's annual reports for each year 1960 through 1968,

8.

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

Kenneth R. Harkias
Chief Counsel
Antitrust Subcommittee
Room 2140
Rayburo House Office Building
Washington, D. C. 20515
Telephone 202/223-4853

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