Viewing page 57 of 116

This transcription has been completed. Contact us with corrections.

The following named persons: Brnch T. Dykes, Edmond M. Hanrahan, John J. Murphy, A. Charles Schwartz, Joseph V. Shields, Franois Hartley, Jr., and Albert Green are placed in nomination for Directors for the ensuing year and seconded.

Are there any other nominations at this time?
(no response)

THE CHAIRMAN: If, not, the nominations are closed.
Will the Judges and Ispectors distribute ballots to vote for the election of Directors.
(The ballots were distributed, marked and collected.)

MR. SILLIERE: Mr. Chairman, I don't believe the names of the proposed Directors were formally put before the meeting by a motion. Therefore, I would like at this time to move for the nomination of Branch T. Dykes, Edmond M. Hanrahan, John J. Murphy, A. Charles Schwartz, Joseph V. Shields, Francis Hartley, Jr., and Albert Green as Directors of the Corporation of the ensuring year.

MR. DUNN: I will second that motion.

THE CHAIRMAN: Any objection?
(no response)

THE CHAIRMAN: The nominations are closed.
Have the Judges collected all the ballots? Are you ready to make your report, Mr. Inspector? Will you report on the election of the Directors?

MR. GRAY: The Inspectors report that 399,406 votes were cast and that Branch T. Dykes, Edmond M. Hanrahan, John J. Murphy, A. Charles Schwartz, Joseph V. Shields, Francis Hartley, Jr., and Albert Green each received 399,406 votes; and there were 30 shares not voting.

THE CHAIRMAN: The Chair declares the individuals just named elected as Directors for the ensuing year and until their successors are elected and qualified.
The stockholders are to vote for or against a proposal by the Board of Directors of the Corporation to exchange all of the property and assets of the Corporation, pursuant to Section 271 of the Delaware Corporation Law, upon the terms and conditions set forth in an agreement dated January 28, 1955 with Eastern Airlines, Inc.
Will the Juges and Inspectors of Election distribute the ballots to the stockholders for voting on the above matter.

Mr. HORWITZ: Mr. Chairman, will there be some discussion that before the vote? My name is Martin Horwitz, and I am an attorney for David D. Leeds, of 17 East 45th Street, New York, as the owner of record of 200 shares of stock.

MR. HANRAHAN: Do you have his proxy, Mr. Horwitz?

MR. HORWITZ: Yes, I do.

MR. HANRAHAN: Has it been filed?

MR. HORWITZ: Here it is.

MR. HANRAHAN: The revokes Mr. Leeds' prior proxy.

MR. HORWITZ: Yes, his prior proxy in respect to the one matter set forth.

MR. HANRAHAN: Our agenda, Mr. Horwitz, calls for a discussion on all these matters, but certainly it is for the convenience or enlightenment of the stockholders. There is certainly nothing to prevent a discussion as to this proposition and proposal at this time if you care to have it.

MR. HORWITZ: I would like to ask a few questions. I understand that there was a vote of the directors on this -- you can correct me if I am wrong factually -- in which four directors approved and voted for the sale and three voted against. Is that correct?

MR. HANRAHAN: Management decided to acquire the assets of Eastern.

MR. HORWITZ: I was wondering whether there was any report made by the minority directors who dissented from the plan.

MR. HANRAHAN: They all stated their reasons as to how they voted, if that is what you mean.

MR. HORWITZ: Did they state their reasons for the objections to the proposed sale? The reason I ask is this was not, as I remember it, enclosed in the proxy material of management.

MR. HANRAHAN: There wouldn't be any requirement for such disclosure, whether it is four to three or five to one. It is management's proposal.

MR. HORWITZ: Yes. Well, there was some indication in your contract that it had been approved by all of the directors of Colonial.

MR. HANRAHAN: I Think you are in error on that.

MR. HORWITZ: If I am in error, it will be easy to say where I am in error. The signatures on the agreement on page 32 of the proxy statement appear to have four signatures on there: Messrs. Hanrahan, Shields, Schwartz, and Murphy, being all or a majority of the directors. Mr Cameron too I presume is a director of the company, or is he not?

MR. HANRAHAN: He is not.

MR. HORWITZ: Well, I read that to mean that all the directors of a majority approved this, so there is nothing on record as to what the reasons are why these directors objected, nothing to educate the stockholders in guiding their vote.

MR. HANRAHAN: other than to show a very healthy condition existing in a corporation, that reasonable men can differ and that we are not a bunch of "yes" men.

Transcription Notes:
.