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MR. HANRAHAN: That is why I say it is up to the directors themselves.
 
MR. HORWITZ: I would think that the management in presenting a plan which involves the disposition of its entire assets with a fairly close vote of four to three-- it would also be incumbent upon them in fairness to disclose the names of the three directors who did not vote for the sale, and I could see no--

MR. HANRAHAN: How would that aid you in reaching your determination of how to vote for this proxy?

MR. HORWITZ: I don't think th t is the question, Mr. Hanrahan. I think the question is where you have a Board of Directors, four of whom have voted for something and three have voted against, I think it is in the realm of the stockholders' business to know the names of the directors who voted in that manner.

MR. HANRAHAN: Well, so that you and I are speaking the same language again, all of this proxy material that was put into the hands of stockholders complies with every rule and regulation of the Securities and Exchange Commission and of the American Stock Exchange, and was approved by the Securities and Exchange Commission, or it could not have been sent through the mail. This proxy material that is in your hands was approved unanimously by all of the directors and by management.
But I still say it is up to those individual directors to disclose their vote if they so choose. There is nothing that management can do to force such a disclosure because it meets the disclosure requirements of the Securities and Exchange Act of 1954.

MR. HORWITZ: Do I understand that management then takes the position that it does not wish to disclose the names of those directors?

MR. HANRAHAN: It is up to the directors to step up and take that position if they want to.

MR. SILVER: My name is Robert Silver, representing the Colonial Employees Mutual Fund. I wonder if it would be possible for you to give a summation of the thinking of the Board in their decision as far the merger problem is concerned. In other words, we have understood that it was a three to four vote and I think, as this gentleman probably is trying to bring out, possibly there is some information that might help us to make a more fair decision in our own minds if you could sum up the both sides as there was quite obviously two sides.

MR. HANRAHAN: Of course, I thought the proxy material was pretty comprehensive on that, but I can summarize it for you as best I can. Starting back before I became associated with the management of Colonial Airlines, and I believe you were there in 1951, the Civil Aeronautics Board in an investigation and as a result of hearings came to a very definite decision, at a date some time in the late summer or fall of 1951 came to a very definite decision that the future welfare of Colonial Airlines was by merger.

MR. SILV R: Merger only?

MR. HANRAHAN: I said by merger, and recommended that enter into negotiations (as I say, before my entering into the Colonial Airlines picture) with steps to merger. Steps were taken and a merger agreement was entered into by Colonial and National and submitted to a stockholders meeting three years ago today. That was defeated by an approximately lacking 9,000 votes to accomplish that merger. Shortly thereafter, as a result of conferences with the Civil Aeronautics Board--and bear in mind we are a regulated industry receiving a very substantial subsidy paid for by the taxpayers of this country--the same proceedings informally were told to me: Go ahead and set your route cases down, which we did--the Chicago route case to acquire a route to Chicago; and we have gone forward even now at this late date to formulate our plans for a route to Florida.
After the conclusion of the hearings on the Chicago case, the brief of the attorney for the Civil Aeronautics Board is that he recommends we be denied that route to Chicago because it says that the prior thinking of this Board (and it always has been) is that Colonial was a feeder line and should be merged. That brief is right on file.

MR. SILVER: Actually we are not. Actually your point is that we were told to merge. Is that all we were told or told to take other suitable steps?

MR. HANRAHAN: Oh, sure.

MR. SILVER: In other words, the merger was not the only thing. Therefore, we were not on record to merge and that is the only thing. We were merely to reduce our subsidy in the best was possible.

MR. HANRAHAN: As a practical businessman, here is a stock that is in the hands of 8,000 stockholders or 11,000 stockholders, without 

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