67 As Mr. Clifford and Sheikh Adham have advised 2 you, I have no intention of taking any active part in operating this property, setting banking policies, or becoming a member of Financial General's Board of Directors. Rather, it is my desire that the holding company and the banks be well managed by qualified professionals. In this way my financial investment can be protected. Moreover, this approach together Thank you. MR. MANNION:. Thank you very much, Mr. Khalil. MR. CLIFFORD: Mr. Mannion, our fourth and last investor is Mr. Sayed El Gohary of Saudi Arabia. 14 15 16 Mr. Gohary? 17 18 MR. GOHARY: Mr. Mannion, gentlemen, my name is El Sayed El Sayed El Gohary, and I am pleased to appear here this morning and add to the record my comments regarding the proposed acquisition of Finan 19 20 21 cial General Bankshares. I was born in Egypt in 1931 and in 1952 I received a B.A. degree in commerce and 1958 I was certified by the Egyptian authorities as (202) 234-4433 6 His Excellency Sheikh Kamal Adham for many years. As 7 a result of numerous conversations with him during 8 9 10 the last three years, I have been aware of Sheikh Adham's investment in Financial General and the proposed tender offer. In August, 1980, following the execution of 11 12 the DEfinitive Acquisition Agreement, Sheikh Adham 13 them to join with him as an investor in Financial General) intentions of our investor group, I do not intend to be involved in the affairs of Financial General person Instead, shall rely on the expertise and judgment 17 18 19 ally. 1 20 21 of the new management team and the new Board. The in consultation with our U.S. attorneys in whom we more successful and more competitive banking operation (202) 234-4433 69 which is able to offer new and better services to the 1 8 9 10 MR. MANNION: Mr. Clifford, on behalf of the Board and its staff, I want to thank you and the 11 I know it has been difficult to arrange schedules, 12 13 14 15 16 and you had to travel many miles to be here. questioning. What I would like to do is ask a couple of general questions that I have now, and then break We appre 17 for lunch, and then we will come back with some more 18 19 detailed questions, and I will outline at this time the general structure that we will follow, what areas 20 that we will be dealing with this afternoon. 21 22 23 First of all, could someone on behalf of the applicants state what the current status of the SEC investigation or proceeding is? MR. CLIFFORD: I think we will follow the practice, if I think I know something about it, I 2 will try and then if any one of my collegues has some thing to add, they will add. 3 5 6 7 8 9 10 11 The SEC matter is concluded. The court matter is dismissed, and all litigation between the parties was disposed of at the time that we entered into the agreement between Financial General and these investors. MR. ALTMAN: I will just add the comment that we had a stipulation with the Securities and Exchange Commission to extend the time for making the tender offer to and including December 31, 1981. That stipulation has been reduced to writing, and has been entered by the U.S. District Court here in Washington, 12 13 70 MR. MANNION: So as you understand it, there is no ongoing investigation now by the SEC or any other MR. MANNION: By investors of Financial in the management of Financial General, and they have (202) 234-4433 1 2 designated Mr. Symington as the voting trustee. I note Mr. Symington is 78 years old, and I would like to know what contingencies may be allowed for him in 3 that regard. MR. CLIFFORD: I will start on it. Here 71 5 is the way that originated. When we were working with 6 our investors, we wanted to be sure that we would make 7 8 an impressive case that our investors were not going to make the decisions and operate Financial General. You have heard the position taken by these We wanted to fortify that, so we suggested that 12 they enter into a voting arrangement with Senator Syming ton, and that for five years, Senator Symington would 13 vote at least 60 percent of the stock. It was really not a voting trust. It was just a voting arrangement between them and Senator Symington. And we brought that to the attention of His Excellency and other investors, and they were prepared to sign that instrument. At that time, we submitted it to our banking law advisor, Mr. Tuttle, and he said that would create a problem because if you entered into it in that manner, that would transfer control to Senator Symington away from the investors, and 24 it would be Senator Symington who would be coming to 24 the "Fed" and asking for approval to become a bank 25 (202) 234-4433 |