Roosevelt shareholders in the matter which was then looming between Madison Square Garden and Gulf Land and Realty Company (later became Transnation) to acquire control of Roosevelt Raceway. In late 1970, when Mr. Levy and I negotiated with Madison Square Garden and Transnation the terms of a plan to merge Madison Square Garden and Transnation and offer shares in the combined corporation to the remaining independent shareholders of Roosevelt, I agreed to join the slate of those to be elected to the Board of Madison Square Garden, the surviving corporation, with the proviso that I would resign whenever I felt there was any conflict between the interests of any remaining Roosevelt shareholders after the offering and Madison Square Garden. Before the annual meeting at which I was to have been elected, I withdrew from the slate because of my nomination to the Securities and Exchange Commission. I have had no involvement with any transactions of Madison Square Garden or Transnation except as counsel representing adverse interests. Agro Resources, Inc. In late 1968, John Martin, a friend of thirty years standing and a vice president of Litton Industries, asked me to invest with some other executives of Litton and some mutual friends in agricultural land in Texas. I agreed to invest $70,000 for stock and notes in a corporation which owned and operated this land. I owned less than 6% of its stock and was never a director or active in any way in this company, or any of its successors, including Agro Resources, Inc. I relied entirely upon Martin to watch my investment. I later learned from Martin that the 1969 crop had been disastrously affected by frost and Agro was faced with the inability to finance the planting of the 1970 crop, together with the foreclosure of its land. Until I In April 1970, I received a written report that the president of Agro had succeeded in obtaining extremely expensive financing from Occidental Petroleum. received this report, I had no previous knowledge of any transaction with Occidental Petroleum or any other transaction of Agro. In the latter part of January, 1971, I disposed of this stock because I understood its prospects were meager and in anticipation of my nomination I did not want to impose this distant concern upon my investment adviser. FEBRUARY 19, 1971. Mr. WILLIAM J. CASEY, Hall, Casey, Dickler & Howley, DEAR MR. CASEY: I would very much appreciate it if you could make available to me a list of all of the companies in which you have been an officer or director during the last 20 years together with the dates involved. This information will be of considerable value to the Committee in connection with your nomination for the Chairmanship of the Securities and Exchange Commission. As you know, Chairman Sparkman has called for a meeting of the Senate Committee on Banking, Housing and Urban Affairs on March 2 to give further consideration to your nomination. I would, therefore, appreciate your supplying the information requested in this letter as soon as possible so that it will be of use to the Committee during its forthcoming meeting. With best wishes, I am, Sincerely, WILLIAM PROXMIRE, U.S. Senator. HALL, CASEY, DICKLER & HOWLEY, Hon. WILLIAM PROXMIRE, U.S. Senate, Washington, D.C. DEAR SENATOR PROXMIRE: In response to your letter of February 19 which I found on my desk this morning, I am submitting a list of companies in which I have been an officer or director during the last 20 years, together with the dates involved. This list has been compiled largely from memory, and there may be some others. In some cases, the dates are estimated and, within the next few days, I will try to verify them and make any corrections which may be indicated. April 27, 1955-1969. 1957-71. Capital Cities Broadcasting Corp., 24 East 51st St., New York, N.Y--Vice president. (Director. Until 1967. 1952-Sept. 9, 1966. Kalvar Corp, New Orleans, La. Director. Ivanhoe Associates, Inc., New Orleans, La.. Do. 1960-67. 1960-71 Chemelex, Inc., Danbury, Conn.. Do. Langan Aperture Cards, Inc., Atlanta, Ga. Do. Aug. 24, 1966-1971. Communication Channels, Inc. (predecessor-Dornost Publishing Do. Co., Inc.), New York, N.Y. SCRIBNER, HALL, CASEY, THORNBURG & THOMPSON, Hon. WILLIAM PROXMIRE, Washington, D.C., February 26, 1971. U.S. Senate, Committee on Banking, Housing, and Urban Affairs, DEAR SENATOR PROXMIRE: I submit herewith a list of all the companies in which I was an officer or director over the last 20 years as I have now been able to construct it. This will supersede the list with which I previously provided you. In some cases, I have not been able to check the dates out with enough precision to satisfy me, but I believe the dates indicated substantially reflect the period during which I served as an officer or director of these companies. If I discover any others or am able to fix the dates precisely, I will further amend this list. As your staff requested, I am sending a list of my February 9, 1971 security holdings, together with securities which I disposed of in December, 1970 and January, 1971, to Mr. Loomis at the Securities and Exchange Commission. [Director. 1957-66. Capital Cities Broadcasting Corp., 24 East 51st St., New York, N.Y..Vice president. 1959-60. Treasurer. DEAR SENATOR PROXMIRE: As stated in my letters in response to your request for a list of the directionships I have held over the last 20 years, I said I could not be sure the list was complete and that I would supplement it with anything else that came to my attention. In preparing a review of my investment activities over the last 25 years which I have submitted to Senator Sparkman, I find two directorships which I held while somewhat active in oil investments during the late 1950's which were not included in the list previously sent to you. These are: Beacon Building Corporation, where I was a director from about 1956 to about 1959, when my interest was sold to Ridgely, Inc. which is on the list. Western Hemisphere Petroleum Corporation-which I served as a director in the period around 1957-1958. Yours very truly, WILLIAM J. CASEY. FEBRUARY 24, 1971. Hon. HUGH OWENS, Commissioner, Securities and Exchange Commission, DEAR MR. COMMISSIONER: We understand that Mr. Casey has given the General Counsel of the Commission a copy of his financial statement filed with the Committee on Banking, Housing and Urban Affairs. In looking over this statement, we note that Mr. Casey has investments in a substantial number of highly speculative issues, many of which may not be registered with the Commission. We would appreciate your consulting the list of securities contained in Mr. Casey's financial statement including those designated as "restricted stocks" and informing us as to which securities are not registered with the SEC under the Securities Act of 1933. We would also appreciate your informing us as to whether there have been any investigations past or pending involving these securities and whether or not the Commission has any record of litigation either instituted by itself or by third parties. As you know, the Committee on Banking, Housing and Urban Affairs is meeting on March 2 to consider further Mr. Casey's nomination for the chairmanship of the SEC. We, therefore, would appreciate receiving the information requested in this letter as soon as possible prior to this meeting. Sincerely, HARRISON A. WILLIAMS, Jr., U.S. Senator. WILLIAM PROXMIRE, U.S. Senator. Hon. HARRISON A. WILLIAMS, Jr., U.S. Senate, Washington, D.C. Hon. WILLIAM PROXMIRE, U.S. Senate, Washington, D.C. SECURITIES AND EXCHANGE COMMISSION, DEAR SENATOR WILLIAMS AND SENATOR PROXMIRE: This is in reply to your joint letter of February 24, 1971, in which you refer to the financial statement of Mr. William J. Casey and make certain inquiries with respect to the status of companies of which Mr. Casey is a shareholder, under the Securities Act of 1933 and with respect to investigations and litigation involving these companies. Preliminarily, your letter indicates an understanding that the General Counsel of the Commission was given a copy of Mr. Casey's financial statement. This did not occur. Our General Counsel received Mr. Casey's financial statement pri marily to determine whether any of his holdings of securities would be inconsistent with the Commission's rules of conduct but we were not given a copy of that statement. It was therefore necessary to obtain a copy from Mr. Casey before answering your questions. Mr. Casey's statement shows holdings in some 47 publicly held companies and some 13 closely held or restricted securities as well as a few additional securities held by members of his family. The result of our inquiry is as follows: Only two of the companies listed under closely held or restricted securities have registered with the Commission so far as appears and consequently it would seem that securities of the other companies in this category are not registered. Of the so-called "marketable securities" three are securities of banks as to which we have no filings or records since banks are exempt from filing either under the Securities Act or the Securities Exchange Act. The rest of the companies shown on the list of marketable securities are fairly well known corporations and all of them have registered with the Commission. With respect to investigations involving companies on this, two of them, Agro Resources, Inc. and Roosevelt Raceway, were described in our letter of February 26 to Senator Proxmire. Senator Proxmire by letter dated March 1 has requested additional information concerning the Roosevelt Raceway situation and a reply to this letter is being prepared. We have no record of any investigations involving any of the closely held companies or the issuers of restricted securities shown on the list. A computer check shows that about one-half of the publicly held corporations shown on the list were mentioned in connection with investigations or inquiries held at one time or another. It has not been possible to review all of these files and still answer your letter in a timely manner. So far as appears, however, all of these insuiries did not involve the company itself but rather involved suspected violations by brokers, dealers or other persons in connection with their trading in securities of these companies. As you will realize, securities of companies such as International Business Machines and Eastman Kodak are quite often subject to inquiries of this kind. No litigation by the Commission has been commenced within the last five years against any of the companies listed in Mr. Casey's statement. With respect to litigation between private parties involving any of the companies we normally would not know of such litigation unless someone called our attention to it or unless the company reported such litigation in its filings. We understand that members of Senator Proxmire's staff have obtained information from us and elsewhere concerning litigation involving Kalvar Corporation in which Mr. Casey is named as a defendant. We understand that Mr. Casey ceased to be a director of this company in 1967 or 1968 but still holds some of its securities. This litigation, which was commenced in 1965, in effect charges that the management of Kalvar Corporation arranged for the acquisition by that corporation of a company, variously named in the pleadings as Standard Office Systems, Inc. or SOS Systems, upon terms which were disadvantageous to Kalvar Corporation and in connection with this acquisition made certain misleading statements. This action was filed in 1965. The complaint has been amended many times and various orders have been entered by the court but so far as we are aware the case has not yet come to trial. A preliminary injunction was entered in 1965 prohibiting certain persons who acquired shares of Kalvar Corporation in connection with the acquisition from voting these shares at the 1965 annual meeting or any adjournment thereof. We understand that Senator Proxmire is already familiar with litigation involving alleged plagiarism in which Mr. Casey was named. Prentice Hall Company, of which Mr. Casey is a stockholder, was also a party to that litigation. As might be expected, several of the publicly owned companies in which Mr. Casey is a shareholder have reported in registration statements or reports that they were involved in private litigation concerning such matters as contracts, patents, trade secrets, etc. We have no information that Mr. Casey was involved in any of this litigation. We will provide you with further details as to such litigation if you wish them. Sincerely, HUGH F. OWENS, Commissioner (For the Commission). MARCH 1, 1971. Hon. RICHARD B. SMITH, Commissioner, Securities and Exchange Commission, DEAR COMMISSIONER SMITH: Thank you for your letter of February 26, 1971, in which you indicate you have checked your computer files and found that Mr. William J. Casey was not connected with any company involved in any violation or alleged violation of the Securities Laws or the rules or regulations thereunder. Enclosed for your information is a list of all the companies in which Mr. Casey has been an officer or director over the last 20 years. Presumably, your computer files will show that none of these firms has been involved in any adverse actions taken by the SEC. Nevertheless, I would appreciate your running the firms on the attached list through your computer files to verify that none of these firms have in fact been involved in any adverse SEC actions. Your prompt cooperation in supplying this and other information to me is most appreciated. With best wishes, I am, Sincerely, WILLIAM PROXMIRE, |