We are aware of the difference between Mr. Rockefeller's report of his common stock holdings as of December 31, 1973 and Eastern's submissions in response to my top thirty shareholders request. However, we attribute this difference to the fact that Mr. Rockefeller's report showed his interests as of December 31, 1973, while the Eastern submissions were prepared from a listing of shareholders as of March 8, 1974. This was the record date of shareholders entitled to vote at Eastern's Annual Meeting of Stockholders held on April 23, 1974. Section 245.15 of the Board's Economic Regulations requires a report of security transactions involving more than 5 percent of any class of capital stock. Since Mr. Rockefeller's common stock interests were well below that level, he would not be required to report a transaction involving the disposition of his common stock interests. Notwithstanding the difference between Mr. Rockefeller's report of his common stock holdings as of December 31, 1973, and Eastern's submission in response to my top thirty shareholders request, the Staff has learned from Securities and Exchange Commission records that Mr. Rockefeller's preferred shares were entitled to one vote per share at Eastern's Annual Stockholders Meeting held April 23, 1974. In view of the foregoing, the Staff has requested Mr. Hall to review his records and resubmit a listing of Eastern's top thirty voting shareholders which aggregates Mr. Rockefeller's common and preferred interests if they were, in fact, entitled to equal voting rights at the April 23, 1974 meeting. In addition, we have requested information regarding restrictions, if any, which could limit the voting rights of the preferred stock. Mr. Reinemer will be kept informed of the outcome of this matter and the revised listing will be transmitted to you as soon as possible. Sincerely, ROBERT D. TIMм, NOVEMBER 5, 1974. DEAR MR. HALL: The Civil Aeronautics Board has received an inquiry from the Staff Director of the Senate Subcommittee on Budgeting, Management and Expenditures, Senate Committee on Government Operations with regard to the listing of Eastern's top thirty voting shareholders which you supplied in response to Chairman Timm's request of March 5, 1974. The inquiry was specifically directed at the voting shares of Mr. Laurence Rockefeller. Mr. Rockefeller's interests were not mentioned in the revised listing which you submitted with a letter dated April 22, 1974. According to our records Mr. Rockefeller's interests as of December 31, 1973, consisted of 125,000 shares of common stock and 216,736 shares of $3.75 cumulative preferred stock. A review of Eastern's Proxy Statement for the Annual Stockholder's Meeting held April 23, 1974, indicates that Mr. Rockefeller's preferred stock was entitled to one vote per share. Accordingly, it appears that Mr. Rockefeller's preferred shares should have been included in your listing of Eastern's top thirty voting shareholders. If our assumption is correct, we are requesting that you file a revised listing which aggregates Mr. Rockefeller's preferred and common shares as of the date you prepared the original submission so that we may correct our records and the report we issued Senator Lee Metcalf. The revised listing should be submitted in the same format as your previous submission. It should include the percentage of shares held by each stockholder in relation to Eastern's topal outstanding voting shares making no distinction between common and preferred shares provided, they had equal voting rights bt the April 23, 1974, meeting. Since it is our understanding that the voting rights of preferred shares are fixed by Eastern's Board of Directors, it would also be helpful to know if there are any restrictions which would alter the voting rights of preferred shares. Finally, we request your cooperation in filing the revised listing as soon as possible, so that this matter may be quickly resolved. Sincerely yours, CLIFORD M. RAND, For W. Fletcher Lutz, Director, Bureau of Accounts and Statistics. EASTERN AIR LINES INC., Miami, Fla., November 14, 1974. Re Your Ref.: B-40-44 Mr. W. FLETCHER LUTZ, Director, Bureau of Accounts and Statistics, DEAR MR. LUTZ: As requested in your letter of November 5, 1974, we are herewith enclosing two copies of a revised listing* of our 30 largest Voting Shareholders of Record as of March 8, 1974. This revised listing now includes 216,736 shares (total outstanding) of the $3.75 Cumulative Preferred Stock and 49,400 shares of the Common Stock, all of record in the name of Laurence S. Rockefeller. Each share of both Preferred and Common is entitled to one vote. There are no restrictions which would alter the voting rights of the Preferred shares. We note in the second paragraph of your letter that, according to your records, Mr. Rockefeller's interest as of December 31, 1973, consisted of 125,000 shares of Common Stock and 216,736 shares of Preferred Stock. We cannot verify the 125,000 figure as the stockholders' lists for December 31, 1973 and March 8, 1974 both show a holding of record of 49,400 Common shares. Sincerely, Hon. HARRY J. ZINK, Secretary, Civil Aeronautics Board, 1825 Connecticut Avenue, N.W., Washington, D.C. F. D. HALL. NEW YORK, N. Y., May 24, 1973. DEAR MR. ZINK: I enclose herewith Report of Mr. Laurance S. Rockefeller pursuant to Subpart B of Part 245 of the Economic Regulations of the Board covering his interest in Eastern Air Lines Incorporated. The report is late this year because of a staff error. Your indulgence is requested. Very truly yours, DAVID G. FERNALD. REPORT Pursuant to Part 245, Subpart B, of the Economic Regulations of the United States Civil Aeronautics Board: Re: Eastern Air Lines Inc. I. Name and address of person reporting: Laurance S. Rockefeller, 30 Rockefeller Plaza, New York, N. Y. II. Interests held as of December 31, 1972: III. Maximum interests held during year preceding December 31, 1972: NEW YORK, N.Y., February 1, 1974. Hon. HARRY J. ZINK, DEAR MR. ZINK: I enclose herewith Report of Mr. Laurance S. Rockefeller pursuant to Subpart B of Part 245 of the Economic Regulations of the Board covering his interest in Eastern Air Lines Incorporated. Very truly yours, REPORT DAVID G. FERNALD. Pursuant to Part 245, Subpart B, of the Economic Regulations of the United States Civil Aeronautics Board. Re Eastern Air Lines Inc. I. Name and address of person reporting: Laurance S. Rockefeller, 30 Rockefeller Plaza, New York, N. Y. II. Interests held as of December 31, 1973: Amount 125,000 shares 1 216,736 shares 1 1 Held beneficially and of record. Security Common stock, par $1 III. Maximum interests held during year preceding December 31, 1973: Percentage of issue 0.6564 100.00 1 Held beneficially and of record. FEBRUARY 1, 1973. Hon. W. FLETCHER LUTZ, Director, Bureau of Accounts and Statistics, LAURANCE S. ROCKEFELLER. EASTERN AIR LINES INC., DEAR MR. LUTZ: In reply to your April 12, 1974, letter, our recent submission of the list of Eastern's 30 largest Common Stock holders was prepared in accordance with our understanding of the six-step methodology previously furnished. The third paragraph of your instant letter changes our understanding of the previous methodology. We now have removed all other brokers from the Cede & Company holdings and treated them as individual stockholders for the purpose of your listing. We also added to each broker's holdings removed from Cede any shares of record in each particular broker's name. After applying this amended procedure, we revised the resulting list of the top 30 shareholders. The new list changes our earlier submission of the top 30 holders and at the same time eliminates Cede & Company completely. Two copies of such revised listing are attached. Sincerely, F. D. HALL. EASTERN AIR LINES, INC., COMMON STOCKHOLDER LISTING, AS OF MAR. 8, 1974 Note: This listing as of Mar, 8, 1974, which is record date of stockholders entitled to vote at Eastern's Annual Meeting of Stockholders to be held on Apr. 23, 1974, in New York City, and used since full stockholders list and other data available as of Mar. 8 and not at other dates entailing excessive cost; step-by-step prescribed procedure listing 6 steps was followed plus letter of Apr. 12, 1974, from Mr. W. Fletcher Lutz; it is impossible to list in order of number of shares owned (high to low) the 30 stockholders that "own" the most stock since there is no way that Eastern can determine the "beneficial holders" (owners) of shares held in brokers or nominees names, or for that matter in any other name. EASTERN AIR LINES INC., Hon. ROBERT D. TIMM, DEAR MR. CHAIRMAN: In response to your letter dated March 5, 1974, we have prepared the attached listing of 30 of our stockholders in accordance with the step-by-step prescribed procedure you enclosed for our use to minimize the burden of the request. We also are sending a copy of the foregoing to the Director, Bureau of Accounts and Statistics, simultaneously with this mailing, as directed in your letter. Sincerely, Note: This listing as of Mar. 8, 1974, which is record date of stockholders entitled to vote at Eastern's annual meeting of stockholders to be held on Apr. 23, 1974, in New York City, and used since full stockholders list and other data available as of Mar. 8 and not at other dates entailing excessive cost; step-by-step prescribed procedure listing 6 steps was followed; it is impossible to list in order of number of shares owned (high to low) the 30 stockholders that "own" the most sock since there is no way that Eastern can determine the "beneficial holders" (owners) of shares held in brokers or nominees names, or for that matter in any other name. |