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Copy sent to Oliphant, Hanes, Duffield and Delano on instructions of H. S. K. McH 12/1/38 0 Treasury Department TELEGRAPH OFFICE 9w M 107 NL SANMATEO CALIF NOV 30 1938 1938 DEC I AM 8 39 MON HENRY MORGENTHAU JR HAVE JUST READ WEEKLY REVIEW OF WASHINGTON BANKING TRENDS DATED 27TH INSTANT THIS WIRE IS TO SERVE AS JUST A FURTHER NOTICE TO YOU THAT YOU WILL BE HELD STRICTLY ACCOUNTABLE FOR THE DAMAGING AND SMEARING REFERENCES AND GOSSIP CONTAINED THEREIN AND JUST LET ME SAY FURTHER MR SECRETARY THAT YOU HAVE IN THIS CASE A SOMEWHAT DIFFERENT OFFICIAL TO DEAL WITH FOR HE NOR ANY OTHER OFFICIAL OF THE ORGANIZATION HAS IN ANY MANNER WHATSOEVER USED HIS POSITION TO FEATHER HIS OWN NEST AND THEY ARE ALL THEREFORE FREE TO CARRY ON THIS FIGHT TO THE FINISH 233 Treasury Department TELEGRAPH OFFICE 9w/2 WITHOUT THE LEAST DOUBT AS TO THE ULTIMATE RESULT. A P GIANNINI 812A 234 December 1, 1938 FOR THE SECRETARY: Mr. Irey, Mr. Eaton of the Intelligence Unit, and Mr. Sedlacek of the Comptroller's Office met in my office today. Mr. Irey reported that he had instructed the office of his Unit in San Francisco to obtain information on the ownership of the Pacific Coast Mortgage Company. He said there was a 1927 tax case outstanding against the company and that the agent acting under this case could look at stockholders' lists as of the last dividend date in 1937. He will report as soon as the information has come from the coast. Mr. Eaton, who had compared the S.E.C. Transamerica order with the Transamerica's tax returns, said that A. P. Giannini had reported as income all of the sums which the order claimed were paid to him through 1934. He said that the Internal Revenue Board had refused to allow as an expense an item of $1,124,000, which the claiming should have been charged as an expenditure instead of as a deduction from surplus. Because of this difference between the two Government agencies, the S.E.C. had asked the Bureau to hold out a final closing of this question with the corporation and the Bureau had agreed to do so. At Mr. Delano's suggestion, Mr. Sedlacek called to Mr. Irey's and Mr. Eaton's attention the transactions in which 235 -2Transamerica and its subsidiaries had evidently attempted to avoid taxes. Mr. Sedlacek said that other such transactions could be pointed out to the Bureau by the examiners in the bank if revenue agents would call on them there. Mr. Irey said he thought that this should be done and asked that the examiners be instructed to talk to agents of the Intelligence Unit. who would be told to call on them. I asked Mr. Folger to write such a letter to Mr. Williams, who is the examiner now in the bank. ESD 236 MEMORANDUM FROM EDWARD S. GREENBAUM 285 MADISON AVENUE NEW YORK CITY December 2, 1938 Dear Henry: This was the information which I received by long distance phone on Wednesday. 237 G has made the statement that the entire matter is an international plot to discredit him and that itis being maneuvered in order to cover over the Fleischhacker affair. This story has been widely circulated and although there have been no published reports it is one of the chief topics of conversation all around. It as been definitely checked that G has made the statement as to the plot to a group of newspaper men. One of the newspaper reporters present confirmed this. The story was independently rechecked through the financial editor of another paper. The importance of G's position cannot be overestimated. This is not only because of the large number of depositors and stockholders. He enjoys a very great personal popularity. The analogy was given that it was as if F.D.R. was being personally attacked and the persons who have adored and worshipped him for years could not be persuaded that the personal attack was anything less than a smearing campaign. 238 December 2, 1938 FOR THE SECRETARY: The Comptroller's people believe that Jesse Jones' plan for shaking up the Anglo-California management will leave Mortimer Fleishhacker as chairman of the bank. I wanted to let you know about this because it seems to me that we should be thinking about whether this is acceptable to us. ESD 239 December 2, 1938 FOR THE SECRETARY: The following group met in Mr. Hanes' office to discuss the Anglo-California rehabilitation plant Messrs. Hanes, Taylor, Oliphant, Upham, Gaston, Duffield, Foley, Sedlacek and Young. Mr. Sedlacek outlined a recapitalization plan for the Bank under which the par value of the outstanding common stock would be reduced from $10,400,000 to $5,000,000 thereby allowing a cut-back at in the preferred stock's par valueto $10,000,000 against a cash value of $20,000,000. Heretofore the plan had been discussed with the Bank on the basis of no reduction in the common and a cut-back in the preferred from a cash value of $20,000,000 to a par value of $5,000,000. Mr. Sedlacek explained the new proposal to Mr. Paul Hoover, a director of the Bank, over the telephone just before the beginning of a meeting of the special committee of directors. Mr. Sedlacek explained that the new plan would allow payment of a 6% dividend on the reduced par value of the common stock in place of a 3% dividend on the $10,400,000 par. Following the conversation with Mr. Hoover, the group took the position that the Treasury should insist upon the recapitalization as outlined by Mr. Sedlacek and would not object to a 6% dividend, if earned, on the reduced common stock. Mr. Taylor and Mr. Sedlacek called Mr. Husbands of the RFC on the telephone to determine whether the RFC had arranged for 240 2. Mortimer Fleishhacker to take out of the Bank all of the State $2,588,000 worth of his own paper. Mr. Husbands said that the RFC plan called for Mr. Fleishhaker taking out only $2,168,000 of this line at this time and for a pledge from him to remove the other $420,000 within 12 months. The concensus of the group was that Mr. Fleishhaker should be required to take this $420,000 of bad assets out of the Bank at once giving his personal note instead. This note should be secured by the $420,000 of assets, by a lien on his equity in the collateral pledged with Standard Oil and by a lien on his equity in the collateral pledged with the RFC. Mr. Sedlacek subsequently was authorized to communicate this decision and the decision on the recapitalisation to the RFC. Mr. Husbands replied that Mr. Jones would agree to the recapitalization and to the 0% dividend on the reduced par value of the common. The special committee of the Bank's directors called back during the meeting of the group and informed Mr. Sedlacek that they could not agree to the recapitalization. They insisted that they had made an honest effort to meet all other criticisms and had done so, that they disliked seeing a new condition imposed when the program was near final agreement and that they did not want to take the proposal to the stockholders. They indicated a conference in Washington would be fruitless. Following this conversation, which was engaged in by Messrs. Hoover, Buck, Wayman and Kahn of the Bank, Mr. Gaston suggest that the group remain firm and that Mr. Sedlacek so inform the Bank Saturday thereafter trading with the directors on the amount of common stock reduction that would be acceptable. 241 3. Mr. Duffield said that agreement on a capital structure would permit publication of the whole plan through notices to stockholders, that he thought such publication was desirable as soon as possible to end gossip and uncertainty about the Bank and that, therefore, he favored waiving the common stock reduction and closing the case. Mr. Upham said he thought some deal should be closed without further d elay and that the Treasury had accepted some capital structures less desirable than that sought by the Anglo-California directors. Mr. Taylor said he thought the common stock reduction should either be insisted upon in full or dropped and no time spent in trading. Mr. Hanes suggested that Mr. Sedlacek inform the Bank Saturday that the Treasury still wanted the common reduced and then see if the directed had any alternative to offer. This is being done. ESD 242 TREASURY DEPARTMENT INTERNAL REVENUE SERVICE INTELLIGENCE UNIT 410 Federal Office Building San Francisco, California San Francisco (Name of Division) December 3, 1938 AIR MAI INTERNAL REVENUE DEC 6 1938 FLL:hs INTELLIGENCE UNII Chief, Intelligence Unit Bureau of Internal Revenue Washington, D. C. Transmitted herewith is the list of stock holders of the Pacific Coast Mortgage Company, San Francisco, California, as of December 20, 1937, 53 typed pages, in accordance with your telephoned request of November 30, 1938. Rayn R Read Ralph R. Read Agent in Special Charge FLL 243 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 NAME: ADDRESS SHARES OWNED 52 King Street, Santa Crux, Cal. Abbott, E.J. and Troy Santa Clare Abeloe, N.J. and Mathelda L. Santa Clare Abelce, Mathelds Abler, Lee B. Accornero, Armando Acronico, Rose C. Adams, Charles E. Adams, Henry P. Adams, S. J. Agnew, J. L. Agorostas, C. Ahern, B. J. Airoldi, Lillian 4 5 1 650 So. Spring, Los Angeles, Calif 236 1 Cellar St. Petaluma, Celif. 540 Lafayette St. Santa Clara, Calif. 944 18th Street, Mercer, California 1510 34th Avenue, San Francisco, 3233 Scott Street, 485 California St. Allen, L. G. Allen, Louis, Alvino, Angelo, Amerio, Frank Anderson, C. P. Anderson, E. A. Anderson, Neil Anderson, William F. Andre, Paul, Andreim, A. Andreini & Co. Androini G. 550 Montgomery, 3 San Juan Bautista, California 43 Child Street, San Francisco 1 3 191 Sargent Court, Monterey, 3776 Glen Feliz Blvd. Los Angeles, 170 Shortwell St. San Francisco, 1801 E. Florence Ave. Los Angeles, 5133 W. Adams, Los Angeles, Calif. 1 Powell Street, San Francisco, 460 Montgomery Street 432 McKinley St. Oakland, California 625 Market Street P.O.Box 420, Walnut Creek, Calif. P.O. Box 420, Walnut Creek, Celif. P.O.Box 486, Walnut Creek, Calif. 1515 Broadway, San Francisco, 3 3 1 3 2 50 1 5 1 2 2 2 5 1435 Bay Street, San Francisco . wordbox 10 333 Montgomery Street, 1608 Ralston Afenue, Purlingume, Cel. 18 219 8ty Petaluma, Celif. 3541 Broderick St. San Francisco Andrews, W.L. 460 Montgomery St. Anthony, C. R. 5 1 Andresen, Carl A. Andrews, V. L. Andriano, Sylvester, Andriano, Sylvester 3 10 2 722 Vellejo St. San Francisco, Allan, W. H. Allemond, Frank P. Allen, Hayden T. 1 4 Alosia, Lens and Louis Ferrari Alexander, Wm. B. 1 3 2674 Filbert St. 550 Montgomery 660 South Broadway, Los Angeles,Cal. 3 20 73 25 50 1 2 Antisdel, A. E. Bank of America, San Mateo, California 798 Green Street, San Francisco, Cal.10 Antonini, G. B. 244 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 NAME: Arata, Joseph V. Arata, Marie Arata, V. J. Arena, Leo Argenti, Julleo A. Armanino, Attilio, Armstrong, Harry A. Arnett, John E. Arnolde, A. R. Aronson, Albert A. Arvedi, Robt E. Arvedi, T. C. Askew, Ada Atkinson, Geo. B. ADDRESS SHARES OWNED Bank of America, Columbus Branch 536 Green Street, San Francisco, Calif. 205 Third Avenue, Sen Francisco 510 St Claire Building, San Jose, California Bank of America, 29th & Mission, San Fran- cisco, California 1720 Queseda, San Francisco, Calif. P.O.Box 402, Sacramento, California 950 Paloma Ave. Burlingame, California Angels Camp, California Bank of California Bank of St. 426 South Jose, Calif. 964 Asbury Francisco, Calif. 315 South Angeles 525 California Bacisgalupi, Aldo 2368 Union, San Francisco, California Frank J. 3140 Webster Street, Sen Francisco, Cal. Gisella 2445 Filbert Street, San Francisco, Cal. 485 California Street, San Francisco, Cal. Tedini, Jr. Bagley, S. E. Bailey, Donald M. Baird, H. S. Peker, Blanche, 70 5 11 4 20 5 2 1 3 4 2 5 2 2 50 3 Columbus, Los America, America, Octavia Angeles, Sixth Broadway, Street, San Ave. St. Fresno, 4th Francisco, San California Los San & San Spring Bachmann, Rudolph, 425 South Grand, Los Angeles Badoshe, A.M.J. 5 2157 Virginia St. Berkeley, California Tracy, California Attemborough, Winfield, 1700 Francisco, Calif. Auble, George C. Avery, Russ Azzaro, John 20 Valley Ford, California Bank of America, San Bernardino, Calif. Merced, California 145 Darwin Street, Santa Cruz, Calif. 610 485 California, San Francisco, Calif. 65 Cerventes Blvd. San Francisco, Calif. 766 South Spring, Los Angeles, Calif. Baldwin, H. P. Jr. Ballachey, Carolyn C. R.F.D. 777, Orinda, California 37 Claremont Blvd. San Francisco, Calif. Ballser, Edna C. 317 Chestnut, San Francisco, California Barboni, Egizia Bank of America, L.F.L.Alexander, St Helena, Calif. Bank of America, L.M.Giannini, 485 California, San Francisco Bank of America, J. Paul Miller, 485 California, Sen Francisco Bank of America, Antone Pilcovich Bank of America, Giacomo Sorasic, #1 Powell Street 12 4 1 10 10 6 5 1 1 5 2 Baker, Ruel 20 3 5 1 2 10 250 20 6 2 245 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 Dank of America, Retirement Fund. Marber, Mathew L. Berbieri, R. J. Parbieri, R. J. Barbour, Erwin A. Boreal, Thos. F. Barceloux, H. J. Bordt, H. M. Barlow, Carmel Barneich, J. L. Barner, C. H. Barner, C. H. Barnes, Edward, Barnes, John T. Earnett, Erle N. Berni, John Barone, c. A. Barossi, Victor Farsi, Luigi Barsatti, Mario H. Bartelme, A. M. Bartlett, P. D. Saggett, J.H.D. Bazett, Sidney, Beach, Edith, ADDRESS SHARES OWNEDS 68 #1 Powell, Sen Francisco, Calif. 1134 Peralta, Oakland, California Pank of America, 485 California, S.F. 10 1 #1 Powell Street 1258 Francisco St. San Francisco 53 1033 Llwellin St. Alameda, Calif. 1239 So. Tremaine St. Los Angeles, Cel. 4 Chico, Celifornia Bank of America, Los Angeles, Calif. #1 Powell Street, San Francisco 473 45th Street, Oakland, Calif. 1737 Butte Street, Redding, Celif. Bank of America, Redding, Calif. 1250 20th Avenue, San Francisco, Cal. Phoenix Joint Stock Land Bank, Karsas City, Missouri 641 O'Farrell St. San Francisco, CAl. 545 Taylor Street, Alameds, Calif. 8600 South Vermont, Los Angeles, Cal. Point Reyes, California Bank of America 80 Manor Drive, San Francisco, 910 Lee Avenue, San Leardro, Celif. Winters, California 485 California St. San Francisco, Cal. 405 23rd Street, New York City 106 Sunnyside Avenue, Piedmont, Cel. #1 Powell Street, San Francisco, Col. Becker, J. H. Bohrens, Albert F. Reise, S. C. Belcher, A. W. 2 50 10 1 10 5 2 2 3 Bermes, Resulf Bean, Juan R. Benne, Chester L. Beewar, C.V. 10 2 530 Broadway, San Francisco, Celif. 701 No. Tuxedo Avenue, Stockton, 15 1 Beames, R. Fechtel, H. 3. 1 1 NAME: - Bank of America, #1 Powell St. S.F. 2675 Santa Fe Ave. Los Angeles, Cal. 485 California, San Francisco, Calif. 100 6th Street, Petslume, Celifornia #1 Powell Street, San Francisco, 167 Derantes, San Francisco 10 1 2 19 3 50 50 10 2 10 1 4 10 10 15 246 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 NAME: Belgrano, F.N.Jr. Bell, Frank P. Bellandi, Allen, Belli, T. R. Bello, I. D. Bouber, Merbert, Beuber, R. J. Benetti, Paul, Benetti, Paul ADDRESS: SHARES OWNED Pacific National Fire Ins. Co. San Francisco, California Half Moon Bay, California 750 North 19th, San Jose, California 3000 Steiner Street, San Francisco, California 758 Center St. San Luis Obispo, California Pank of America, Vallejo, California 78 Cervantes, San Francisco, California 2342 Franklin, San Francisco, California Benjamin, Horace H. Bank of America, Anaheim, California Taft, California Benz, C. V. Berendaen, Eleanor, Bergano, John J. 801 Baker Street, Bakersfield, California 485 California Street, San Franciscom 327 5th Avenue, Venice, California First Security Co. Ogden, Utah P.O. Box 4, Reedley, California 635 N. Cherokee Avenue, Los Angeles, California Kingsbury, California Bernio, Attilio, 270 Columbus Avenue, S.F. Bank of America, Sacramento, California Beronic, A. Postoffice Box 4, Reedley, Calif. Berry, G. C. Bank of America, Ocean-Faxon Er. San Francisco Berryman, Elmer H. 490 Post Street, San Francisco, California Bertamoni, Ursula & John, Santa Rose, California Bertelo, Marion Bertclozzi, A. W. 3 2 2 3 1 50 4054 Oakmore Road, Oakland 4054 Oakmore Road, Oakland Bergstrom, B. R. Bernardo, Frank Bertoletti, Nello Bertoletti, U. 2 2 2 Bennett, C. E. Bennett, C. E. Bennett, E. J. Benno, Earbert N., Bergthold, J. S. Bergon, L. J. 50 22 Havelock, San Francisco, California 662-66th Street, Oakland, California 630 Mason Street, 4475 Mission Street, San Francisco, California Bettini, A. J. Route 1, Box 124, Santa Ross, California Bianco, Domenico #1 Powell Street, San Francisco, California Bienchi, E. A. 121 Olive Street, Santa Cruz, California Bianchi, Giovanni, Box 74, Colma, California Bianchi, Nellie Bank of America, Oakland, California Fianchi, Renato & Beatrice, 1455 Stockton, San Francisco, Celif. Biddle, W. J. 684 South 2nd Street, San Jose, Calif. Biggio, Evelyn, 1941 Taylor St. San Francisco, Celifornia Biggio, Lillian M. 1019 Fillmore St. San Francisco, Pigham, W. B. 572 Kenmore Ave. Oakland, Calif. Birce, Florence M. 4157 Emerald, Oakland, Calif. 4 1 36 2 5 1 15 4 6 2 2 8 2 2 5 1 3I 20 5 5 5 6 2 1 2 2 1 1 5 1 247 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 NAME: Bishop & Co. Bishop & Co. ADDRESS STARES OWNED 485 California Street, San Francisco, Calif. 148 460 Montgomery Street, San Francisco, Calif. 1000 Divort, Charlotte, 4318 Halldale, Los Angeles, California 6 Lorita Ave. Piedmont, Calif. Black, J. D. Dank of America, Oakland, Calif. Block, J. Dillas, Blackburn, M. A. #1 Powell St. San Francisco, Calif. Blaisdell, R.E. 334 W. 30th Street, Los Angeles, Calif. Blakey, Victor 3. 48 Spring Street, Los Angeles, c/o Bank of America Live Oak, California Elaser, Ernest, Blanchett, H. E. Bank of America Co. 485 California St. S.F. 18 Blauer, J.W.Corp. 1634 The Alameda, San Jose, Calif. Blauer, T.E. Bank of America, #1 Powell, San Francisco, Calif, Flucher, F.L. 451 Van Dyke, Oakland, Celifornia 10 Plois, Mareen Mersdom, #1 Powell, San Francisco, Celif. 1 4 1 3 2 6 5 20 50 3 Blois, Marsden S. Blum, Julius, Blumburg, Fred C. Foasso, R. P. Boccardo, James F. Booqueras, Leon, Bodine, Ethel, Roe, Christian J. Bohnett, M. J. Polts, M.C. Folts, M.C. Bolton, H. F. Barnbard, A. K. Pondurent, W.W. Bonelli, Paul, Bonstine, E.W. Sonzani, Emil Fonzani, Emil Sorzoni, D. C. 10 Park of America, Stockton, Calif. 412 Bank of America Bldg. Oakland, California 108 Sutter, San Francisco, Calif. Bank of America, San Jose, California 108 Sutter Street, San Francisco, Calif. 836 South Genessee St. Los Angeles, Calif. 220 N. Main, Los Angeles, Calif. P.O. Fox 234, Campbell, Calif. 1819 Howard Drivo, Alameda, Calif. 1467 Portland Ave, Berkeley, Calif. 44 Well St. N.Y. c/o Trans America Corp. 1164 J Street, Reedley, Calif. 741 Cayuga St. San Francisco, Calif. 376 Pine St. San Francisco, Calif. 215 Valdez Avenue, San Francisco, Calif. 20 1 2 5 35 2 1 2 10 10 2 5 2 1 10 10 5 24th & Bryant St. San Francisco c/o Bank of America Booth, F. J. 215 Laguna, San Francisco, Calif. Berdwell, George O. #1 Powell, San Francisco, Calif. Borton, F. E. Pank of America, Long Beach, Calif. Bothwell, Elizabeth P.O. Box 816, Livermore, California Betolpsen, Roy 120 Kissling Street, San Francisco Bovvier, Norbert 1626 Valle jo St. San Francisco Soreti, Mabel 345 Berel Ave, San Mateo, Calif. 3owen, Sarah T. 55 South 6th Street, San Jose, Calif. -5- 20 5 5 1 4 2 5 3 2 248 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 NAME: Bawley, D. Could Rownson, Luis M. Boyce, E.N. Boyd, H. J. Roye, E. A. Bozzani, Amerigo, Breccini, Mary Grace, H. J. Fredley, Paul B. Breiley, Waymen Brady, Margaret M. Bregg, Vincent E. D. Brancate, Petrine, Prant, Thomas J. Broskemp, C.I. Brewnschweiger, W.J. Prayer, Irene M. Breaux, James E. Brennan, T. A. Bresler, Sale 7. Preslin, Joseph Bricca, C.R. Prices, C.R.Jr. Prices, Amelia C. ADDRESS SHARES OWNED 3035 Van Ness, San Francisco, Calif. c/o Boeing Airplant Co. Seattle, Wn. Bark of America, Harbor Branch, S.F. Calif. City Hall, Room 101, San Francisco, Calif. Sonoma, California 361 Tamarack Drive, Pasadena, Calif. 2200 Leavenworth St. San Francisco, Calif. 756 South Spring St. Les Angeles, Calif. 414 15th Avenue, San Francisco, Chlif. 405 33rd Avenue, San Francisco, Calif. 855 Fine Street, San Francisco, Calif. 615 Helm Bldg. Fresno, California 1 Towell, Sen Francisco, California Frink, Lena D. Britt, Robert Prodie, Anna K. Frooks, LeRoy, Crouse, A. H. Brown, A. L. Brown, George V. E. Brown, Hilds Prown, Robert L. Proving Lally E. 2 2 15 10 5 15 5 1 2 2 1 25 Bank of America, 4th end Spring, Los Angeles, 2 206 Sansome Street Bank of America, Los Angeles, Calif. 2423 Union Street, Sen Francisco, Calif. Bank of America, Sante Ane, California 933 Heliotrope Drive, Los Angeles, Calif. 1977 Facific Ave. San Trancisco, Calif. 485 Celifornia, San Francisco, Calif. 909 Hyde Street, San Francisco, Calif. 909 Hyde Street, San Francisco, Calif. Ericca, J.F. Sricca, John Francis Ericca, P.A. Prices, Peter A. Bridge, Pearl F. Prink, Eugo, L. 7 5 15 2 2 1 2 1 325 10 24 3 10 26 Rice Way, S.F. 3646 Baker Street, Sun Francisco, Calif. 736 Wesley Ave.Apt #2, Oakland, 3143 Wilshire blvd. L.A. 701 Cooper Arms, Long Beach, California 757 7th Avenue, San Francisco, Calif. 607 20th Avenue, San Francisco, Calif. 2000 Van Ness Ave. San Francisco, Calif. Matl Bank of Washington, Tecome, in. Bank of America, Hollister, California 4321 Lindor Ave., Long Beach, Chlif. Walston & Co. Russ Ridge, S.F. Nape, California Bank of America, So. Pasadena, Calif. rown, Winthrop, 607 Westmore Drive, L.A. 100 10 2 10 10 5 1 10 5 10 3 5 20 1 2 249 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 SHARES OWNRD ADDRESS: NAME: 1 Brownlee, Robert F., P.O.Box 67, Benicia, Calif. Bank of America, Chico, California Broyer, N. 0. Auburn, California Brundage, G. W. 505 Lisbon St. San Francisco, Calif. Brunero, James, Bank of America, San Jose, California Bruns, Walter E. 1324 Grant Avenue, San Francisco, Calif. Braschini, Earl Bank of America, Fowler, California 1Bryan, L. T. 1631 Cowper, Palo Alto, California Buchan, Dean W. Bank of America, Union-Webster Br. San Francisco 2 Buckley, C. R. 8 8 4 7 1 2 Buckley, F.M. Buckwalter, P. M. Bunce, K. U. Bunsow, Henry, Burk, V. P. Burks, Edward M. Burke, John F. Burmister, R.B. Burns, Helen, E. Burns, Robert J. Busch, Dorothy S. Butler, Almo B. Byers, James Bygdness, Perry A. Byrne, Boyd C. Byrne, J.L. Byrne, P. C. Cadan, Geo. R. Bank of America, Day and Night, Bank of America, Riverside, California Bank of America, Hayward, California 122 South Mariposa, L.A. Bank of America, Los Angeles, California 518 12th Ave. San Francisco, California 2101 Pacific Ave. San Francisco, Calif. #1 Powell St. San Francisco, Calif. 152 6th Ave. San Francisco, Califi 882 Laurel St. Alameda, California 206 Sansome St. San Francisco, Calif. Bank of America, Oakland, California 550 Montgomery St. San Francisco, Calif. Bank of America, Redwood City, Calif. 1010 Georgia St. Vallejo, Calif. Box K, Bishop, California Bank of America, E1 Monte, California Bank of America, Santa Rosa, Cal. Caglieri, Guido, E. 1606 Stockton Street, San Francisco, Calif. Caglieri, Guido Jr. Cahill, Aileen, 2620 Larkin Street, San Franci sec, Calif. 485 Montgomery St. San Francisco, Calif. 1200 Broadway, Oakland, Calif. Ferndale, California Bank of America, Colton, California Box 154, Sonoma, California 1622 C Street, San Francisco, California 120 Latham St. Alameda, Calif. 2850 24th St. San Francisco, California 550 Montgomery St. San Francisco, California 20 10 2 1 5 10 15 20 3 1 4 1 3 5 20 2 1 2 50 10 Cain, Florence, Calouchini, Emil P. Caldwell, M. S. Calonico, M. J. Camoroda, Allie J. Camerlo, C. V. Cameron, J. E. Campana, H. Campana, Hector, Campana, Vivian, Campbell, A.J. Campbell, E. B. 550 Montgomery St., S.F. 3375 Pierce St. S.F. Monrovia, California #1 Powell Street, San Francisco, California -70 5 2 10 1. 1 2 2 2 20 15 5 2 8 250 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 SHARES OWNED Powell Street, San Francisco, Calif. #1 Campodonico, Angelo, 820 Pacific Ave. San Francisco, Calif. Bank of America, #1 Powell, San Francisco Cappai, Charles Jr. Cardoza, F. P. Corli, Clars J. Carlile, T. J. 4610 California St. San Francisco, Calif. Bank of America, Millbree, California San Francisco, California Bank of America, Livermore, California 460 Montgomery St. San Francisco, Calif. Carr, Wm. H. Carrossi, R. Bank of America, Columbus Branch, S.F. Carothers, Caroline, Carr, Dorothy M. Carrington, Cabell, Carroll, C. F. Carroll, R. J. Carter, A. P. Casenova,E. W. Casaday, Wm. H. Case, W. L. Cassani, Fred A. 1327 So. Broadway, Los Angeles, California 550 Montgomery St. San Francisco, Calif. Bank of America, Santa Rosa, California 4917 3rd Street, San Francisco, California 2937 Folsom, San Francisco, California Bank of America, San Mateo, Calif. Cambria, California Cattori, C. Cattori, C. 2 2 2 4 2 4 284 Ellington St., San Francisco, Calif. Cassinelli, A.A. Castle, L. H. 25 914 S. Kenmore, Los Angeles, California 1200 Broadway, Oakland, California 577 14th Avenue, San Francisco, California 458, Montgomery St. San Francisco, Calif. Cassinelli, John J. Catelli, Frank, Cattalini, E. B. 5 4 Bank of America, Santa Cruz, California #1 Powell St. San Francisco, Calif. 849 54th, Oakland, California Bank of America, Calif. & Montgomery, S.F. Carmean, Walter 1 Bank of America, Clay & Montg. Branch 1 Cors, Charles 1 1 Capel, Charles Capes, Mm. C. 5 10 1 Campbell, Hugh W. ADDRESS 1 NAME: 625 Ulloa, San Francisco Calif. Box 17, Colma, California Bank of America, Colma, California 3 1 10 2 3 3 10 2 5 25 10 1 Cavagnaro, Angela Cavegnaro, Harry Cavegnaro, Harry V. 56 33rd St. North Bergen, N. J. Cavagnaro, James F. Jr. Cavegnaro, Louisa V. Cavegnaro, Victoria A. Cavegnaro, Victoria L. Cavanaugh, J.E. Canaly, Helen Cenci, J. R. Centani, S. J. Cepallina, F. J. 10 10 - 68 Wildwood Road, Ridgewood, N.J. 1 " 1 . . 1 100 . 23 N. Church St. Lodi, Calif. 1439 E1Camino, Burlingeme, Calif. 635 Fresno Ave., Fresno, Calif. 226 Miramar Ave., San Francisco, 575 57th St., Oakland, Calif. -8- 1 1 10 5 2 251 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1957 ADDRESS NAME SHARES OWNED 2422 Russell, Berkeley, California Cereghino, F. J. 681 So. Crenshaw Blvd., Los Angeles, Calif. Cereghino, Jos. Cereghino, Jos. & B.L. 1882 - 18th Avenue, San Francisco, California Ceresa, Anita, Cerruti, Fred J. Chadburne, F. A. Chalup, C.M. Chambers, Alberta Chance, Gabe Chapin, W. M. Chase, Wesley E. Chandler, Edwin L. Cheatham, Constance Chesbro, H. R. Chiappari, A. 2830 Magnolia, Oakland, California Suisun, California 949 F Street, Fresno, California 2206 Dwight Way, Berkeley, Calif. Bank of America Building, Stockton, California 460 Montgomery St. San Francisco, California 514 Forest Avenue, Pacific Grove, Calif. Baldwin Park, California B. 401 Edgewood Road, Redwood City, Calif. 135 N. Church St. Gilroy, California Bank of America Cimino, Frank Cimino, S. Clark, Lester, Clark, J. R. Clark, Sydney S. Clarks, A. Go Clarke, Dwight L. Clark, Hugh L. Clavers, Felix H. Clavere, Felix H. Clayton, Royce, Clayton, W.E. Jr. Clayton, W.E. 50 20 1 1 10 2 5 3 10 4 1 2 5 Bank of America, Clay & Montgomery Ste. San Francisco, California 519 Ellis Ave. San Francisco, California Chichizola, Irone Bank of America, Oakland, California Chissa, Virginia J. 756 So. Spring St. Los Angeles, Calif. Chilton, Frank V. Tube City, California Chipman, Wm. H. 105 Orange Ave. Ripon, California Chisemore, J. H. 237 Wawons St., San Francisco, California Chourre, R. 624 1st Avenue, San Mateo, Calif. Chrenik, Rose 2621 Logan Street, Selma, California Christensen, C.W. Christensen, Joseph S. 166 George St. San Jose, California 660 So. Spring St. Los Angeles, Calif. Christina, No Cianciarule, Lorraine Cicerone, A. J. 1 837 28th Street, Oakland, California 932 Union St., San Francisco, California 2946 Broderick, San Francisco, Calif. # Powell St. San Francisco, Calif. 230 Alabema, Vallejo, California 165 N. Dowdy, Gilroy, California 412 Bank of America Bldg. Oakland, Calif. 5125 DeLongpre Ave.Hollywood, Calife 756 So. Spring St. Los Angeles, Calif. 122 East 23rd St. Los Angeles, Calif. Bask of America, Internal Br. LgA. 98 8th Avenue, San Francisco, Calif. 900-485 California Street, San Francisco, ago 20 2 2 5 1 5 4 1 4 1 5 2 2 2 2 1 4 15 2 25 36 3 2 3 7 122 252 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1957 NAME: ADDRESS: SHARES OWNED J. J. Bank of America, Santa Monica, Calif. Clifford, Edward J. 1478 Guerrero St. San Francisco, Calif. 251 University Avenue, Palo Alto, Calif. Cody, R. L. Clemens, 6 2 1 Caggeshall, H. J. Bank of America, Oakland, California 490 Post Street, San Francisco, California Coleman, B. F. Capital Company, Stockton, California Coleman, R. B. 5 5 5 Coletti, Enrico, Bank of America, San Rafael, California 207 7th Street, Santa Rosa, California 4 Collins, Leo V. Collins, Noel Collins, Calvin G. 1 1 1 10 Collins, Gerald J. 550 Montgomery Street, San Francisco, Calif. Bank of America, Bakersfield, California Collins, James A. 301 Bank of America Building, Sacramento, Calif. 7 Coltrin, F. C. 2516 Piedmont, Berkeley, California Colussi, Louise, 10 1033 Shattuck Ave. Berkeley, California Colvin, Ethel E. 4 1 #1 Powell St. San Francisco, Calif. Bank of America, Euroka, California 975 Bush Street, San Francisco, Calif. Conrick, J. Lloyd, 1732 Balboa, San Francisco, Calif. Contini, Chas. J. Half Moon Bay, California Contini, Chas. J., Half Moon Bay, California Angels Camp, California Capello, Dave T. Angels Camp, California Capello, David T. Connick, C. W. Conredt, Luzon, Corcoran, Marion, Cordano, G. B. Cornell, C. G. Corotto, John A. 1433 South Sherbourne 3054-22nd St, San Francisco, California 1800 Browning Blvd., L.A. 560 N. 5th Street, San Jose, California Bank of America, San Jose, California Corotto, Rose 139 N. 13th Street, San Jose, California Corotto, Rose 480 Greenwich Street, San Franciscom Calif. Corsini, A. Bank of America, Oakland, California Cortson, C. R. Bank of America, San Diego, Calif. Cotant, Chas. Coughlan, Kathleen L. 262 W. Inez St. San Mateo, California Redding, California Coughlin, Don 44 Wall Street, N. Y. Trans America Corp. Coulter, H. R. Bank of America, Long Beach, Calif. Coverdale, S. W. Bank of America, Whittier, California Coward, H. E. Cox, E. J. Vacaville, California Bank of America, Santa Monica, California Coyne, D. H. Crane, Floyd & Frank 838 The Alameda, Berkeley, California Craviotto, John V. Stockton, California -10- 75 5 1 1 5 1 50 15 3- 20 500.00 XX 3 7500.00 30 1 1 1 1 25 3 1 10 1 1 Connick, Arthur E. 15 1 1 253 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 Crawford, R. J. Creighton, R. 7. Creighton, Paul M. Crim, Nellie, Crim, Samuel M. Crispi, Louis B. Critchfield, B. H. Cronin, D. A. Crisby, J. H. Crowshorn, F. H. Crovo, Mario J. ADDRESS SHARES OWNED 5945 Chabolyn Terrace, Oakland, Calif. 65 South 16th, San Jose, California Bank of America, Oxnard, California 531 Ravenscourt Rd, San Mateo, California Bank of America, San Mateo 253 7th Avenue, San Francisco, California 1890 Arch St. Berkeley, Calif. 859 Warfield Avenue, Oakland, Calif. Box 311, San Pedro, California 1040 W 21st St. Los Angeles, California 1 NAME: 1 2 10 20 1 30 2 3 1 550 Montgomery St. San Francisco, Calif. Crowley, Launch and Tugboat Co. Pier 14, San Francisco, Calif. 10 2 Bank of America, Columbus Branch, San Francisco California Cuneo, Claire M., 3047 Divisadero, California 625 Market Street, San Francisco, Calif. Cuneo, C. P. 2600 Van Ness Avenue, San Francisco, Calif. Cuneo, Evelyn N. Cuneo, Joseph B. 1217 Capuchino, Burlingame, Calif. Cuneo, Marion F. 3047 Divisadero, San Francisco, Calif. Cuneo, Mary Augusta, Cuneo, Regine A. Cuneo, Valerio, Cunningham, G. K. 3047 Divisadero, 115 5 9 20 50 134 Elm St., San Mateo, Calif. 260 Chestnut, San Francisco, Calif. 50 5th Avenue, San Francisco, Calif, Cuppa, Gregory, Bank of America, 7th and Olive, Los Angeles, Cuppa, W. G. Bank of America, 7th and Olive, Los Angeles, Curnow, H. A. Neveda City, California Curran, George, 1757 18th Avenue, San Francisco, California Currie, Duncan A. Bank of America, Oakland, California Curtoni, M. Oakdale, California Curtoni, M. Bank of America, Oakdale, California 746 Monterey St. Hollister, California Cutlip, R. S. #1 Powell Street, San Francisco, Calif. Cuttitta, S. J. 488 48th Oakland, California Cristusa, Antone, 633 Curtis St., Albany, California Cushman, E. A. Cvietuse, Antone & Irma, D. A. Cruz, Miguel A. 10010 E. 14th, Oakland, California Dale, Harold D. Dalessi, G. W. 20 Bank of America, Long Beach, California 5470 East 2nd St. Long Beach, California =11- 10 10 5 8 6 2 16 10 10 10 1 Crowley, Tom Cuneo, Adele, 5 1 3 4 10 2 1 254 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 NAME: ADDRESS SHARES OWNED R.F.D.#1 Box 83, San Luis Obispo, Calif. 625 Market, San Francisco, California Bank of America, North Beach Branch, S.F. Demico, C. #1 Powell St., San Francisco, Calif. Dana, F. M. 1146 Pacific Avenue, San Francisco, Calif. Dandrea, Nick. 805 S. Humboldt St., San Francisco, Celif. Deneri, E. V. 4244 Altimirano Way, San Diego, California Deneri, John, 3681 17th Street, San Francisco, California Darbey, E. J. #1 Powell Street, San Francisco, California DaRosa, V. M. Bank of America, Long Beach, California Daubney, M. W., 631 Market Street, San Francisco, Calif. Davey, J. C. San Francisco Bank, San Francisco Calif. Davies, Phil S. Bank of America, Pacific Grove, California Davis, H. E. 12th and Broadway, Oakland, California Davis, H. C. Bank of America, Long Beach, California Davis, J. R. Bank of America, M.O. Long Beach, California Davis, Julian R. Bank of America, Fontana, California Davis, Malcolm G. Davis, Ralph Bank of America, Claremont, California Dalidia, Thelma, Dallin, W. S. Davis, Ralph and Irma L. Claremont, California DeGrossi, Albert Jr. 2737 Forest, Berkeley, California DeGrossi, Albert Jr. 2737 Forest, Berkeley, California Dell Orfanello, Itali, 485 California St., San Francisco, Calif. Bank of America, Pittsburg, California Del Monte, Peter V. Del Piano, Albert, DelPiano, Charles, Del Piano, Paul DeMartini, G. J. DeMartini, James S. DeMartini, John J. 550 Montgomery St., San Francisco, Cal. Dentoni, A, J., Denevi, A. L. Dennes, R. R. DePaoli, A. J. DePaoli, Peter E. 1 25 20 3 4 6 5 E 1 6 3 2 1 1 4 1 10 10 2 2 7 1 2 Bank of America, Int. Nat'1 office, L.A. 20 #1 Powell Street, San Francisco, Calif. 100 457 Pacific, San Francisco, Calif. #1 Powell Street, San Francisco, Calif. 492 Bartlett, San Francisco, California 10 4 8 2 DeMartini, Luigi & George, 1220 Green Street, San Francisco 2240 Francisco Street, San Francisco Inez, 2240 Francisco, San Francisco, Calif. 1196 Broadway, San Francisco, Calif. DeMartini, W. DeMartini, W. & DeMezzo, Angelo, Dempsey, T. G. Dentone, Leo A. 12 631 Market Street, Sea Francisco, Calif. 928 Bank of America Bldg. Stockton, Calif. Box 840, Stockton, California 546 Columbus Avenue, San Francisco, Healdsburg, California 2450 Polk St. San Francisco, Calif. =120 2 1 3 3 15 2 5 5 10 12 255 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1957 ADDRESS SHARES OWNED NAME Derr, Samuel V. D'Err, Elise, DeSimas, Dee Dessens, Mario N. DeVries, Albertine, DeVries, C. L. Dewey, Guy F. Dianda, Dante Dickinson, V. C. Dieckmann, Auris M. Dietrich, Paul, Dimon, A. C. Dingle, C. B. Dippel, W. L. 333 Montgomery St. c/o Pac.Natl Bank San Francisco, California 4308 E. 6th Street, Long Beach, Calif. 2019 Oakdale Avenue, San Francisco, Calif. Box 26, Manteca, California #1 Powell St, San Francisco, Calif. 2635 Dwight Way, Berkeley, California 756 South Spring Streets, Los Angeles, Calif. Redlands, California 111 Washington Street, San Francisco, Calif. Pomona, California 460 Montgomery St. San Francisco, California Bank of America, Internat'1 Dept. S.F. Bank of America, Bakersfield, Calif. 661 South Laredo Ave. Stockton, California 467 E. 9th Pittsburg, Calif. 7 2 1 1 DePauli, James L. 5 1 20 2 10 10 4 10 10 10 2 3 Disanto, Frances & Co. 2331 Jones St. San Francisco, California Disanto, Frances & Co. Dito, Joseph P. 1465 Lombard St. San Francisco, California Dito, Rosana & Frank, 1116 Pacific, San Francisco, California Dito, Salvatore, 1249 Bay Street, San Francisco, California 5181 Sunset, Los Angeles, California Divittorio, August, Bank of America, Oakland, California Dodson, A. D. Bank of America, California, 7th and Spring Dobson, H. Go, Los Angeles, California 2785 14th St., Sacramento, California Daidge, William W. Bank of America, Oakdale, California Daig, D. W., #1 Powell, San Francisco, California Dominquez, E. L. 495 14th Avenue, San Francisco, California Dominquez, Emilio L. 550 Montgomery St. San Francisco, California Doudero A. Doudero, Anthony Doudero, C. G. Donetti, Charles P. Donelly, Mary, Dorgeloh, J. F. Dowdwell, Thomas O. Dreher, Charles J. Dreher, Fred L. 5 2 1 3 2 10 2. 1 1 4 5 5 2 852 59th St. Oakland, California Box 311, San Pedro, California Bank of America, Los Angeles, California 2090 Green Street, San Francisco, Calif. Bank of America, Reno, Nevada Dorman, Paul E. Dorman, Paul and Wintle Dorton, R. B., 2 Bank of America Trust Dept. Los Angeles, Calif. Suisun, California R.F.D. Box 62, Biggs, California 485 California, Bank of America, San Francisco =150 2 2 10 2 1 5 12 10 25 256 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 NAME: ADDRESS SHARES OWNED 485 California Bank of America San Francisco, California Dreher, Fred Tr. - Rita M. 5 Dreher, Fred Tr. - Robert J. Dreher, Mae S. Dreischmeyer, Wm. L. Drewes, W. F. Drucker, J. W. Duck, Down M. Dudderqr, Anna D. Duhagon, Ralph J. Duncan, R. T. Dunlap, D. Porter, Dunn, W. Dunne, Ed R. Jr. Dunphy, Frances C. Dupas, J., M. Durand, Harry Go, Durand, Harry and May, Durand, Harry and May, During, Wm. H. Dusterberry, F. T. Dayer, Mathew W. Eaglin, Elmer H. Eastwood, Clinton, Ebert, Anita G. Ebner, Wendell As Eckhardt, Geo. W. Edgarton, Clara L.S. Edopp, Frank J. Edwards, B. F. Edwards, B.F.Jr. Edwards, F.E. Edwards, Fred E. Egnel, C. A. Khlers, Charles Kkins, Lee R. Elder, E. C. Elkins, Charles Dey 5 25 Bank of America, San Jose, California 783 Market Street, San Francisco, 1341 Union, San Francisco, California 485 California, San Francisco, Calif. 701 Cooper Arms, Long Beach, California #1 Powell Street, San Francisco, Calif. Bank of America, Sunset Branch, S.F. #1 Powell Street, San Francisco, Calif. Bank of America, Fortuna, California 206 Sansome St., San Francisco, Calif. 1 . 485 California St., San Francisco, Calif. 108 Sutter St., San Francisco, Calif. Bank of America, Slauson-Vermont Branch, Los Angeles, California 5821 South Vermont Ave., Les Angeles, Cal. 5821 So. Vermont Ave., Los Angeles, Cal. 139 Leese Street, San Francisco, Calif. Bank of America, Centerville, California Bank of America, Los Angeles, California 412 Oak Street, Petaluma, California Bank of America, Sacramento, California 485 California St., San Francisco, Celif. Bank of America, 485 California, S.F. Bank of America, Monterey, California 5238 Randolph, Oakland, California 1116 Broadway, Oakland, California 106 Ross Circle, Oakland, California 485 California St., San Francisco, Calif. Bank of America, Vermont & 48th, L.A. . #1 Powell Street, San Francisco, Calif. Box 362, Merced, California Bank of America, Los Angeles, California Box 927, Fresno, California 485 California Street, San Francisco elso 1 2 3 10 1 5 so , 5 2 15 10 , 5 2 35 2 2 2 1 8 5 10 25 10 30 2 5 10 5 2 3 10 257 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 SHARES OWNED ADDRESS NAME: Kilona, J. B. Kimshurst, N. W. English, George Be Erb, Paul H. Ercole, Alfonso, Krnst, G. F. "rrington, S. H. Espinol, J. Estribou, F. E. Evans, G. T., Jr. Evans, G. T. Eveleth, D. E. Everard, R.P.A. Everett, E. M. 807 No. Douty St. Hanford, California Bank of America, San Diego, #1 Powell St. San Francisco, California 5 5 2 2 5501 Grove, Oakland, California 145 Pfeiffer, San Francisco, California 3849 Coolidge, Oakland, California Bank of America, Hayward, California 631 Market St., San Francisco, California Bank of America, Bakersfield, California 2130 Lyric Avenue, Los Angeles, California 2130 Lyric Avenue, Los Angeles, California 264 Euelid Avenue, Oakland, California Bank of America, # Powell, San Francisco 5 1 5 2 4 1 2 10 50 2 Placentia, California 15 Falasco, D. Falcone, Donald, Farber, M. Go Faria, Frank S. Farina, Margaret Farmum, Charles A. Farnum, Francis H. Farrand, Veyland D. Farrand, Veyland Farwell, J. D. Fatfo, Robert A. Faust, Harrison F. Fay, Charles W. Feerick, T. F. Feliz, Elmont J. Feliz, Elmont, Fada Be Box 81, Les Banos, California 578 6th Avenue, San Francisco, Calif. 110 6th Avenue, San Francisco, Calif. 10 5 10 948 West St., Hollister, California 53 Rice Way, San Francisco, California 650 South Spring, Les Angeles, 9 Green Street, Augusta, Maine 6316 Lindenhurst Avenue, Los Angeles, Calif. 2 3 2 3 10 Bank of America, Los Gatos, California 616 Washington, Santa Clara, 714 11th Sacramento, California 2740 Divisadero, San Francisco, California 959 Taravel, San Francisco, California 846 Bush, San Francisco, California #1 Powell, San Francisco, California Fenton, A. and Viola 966 Bailey and Rd, Burlingame, Calif. Ferage, Peter & Kathleen Ferrari, John 20 1. 2 5 41 1 4 Forage, Peter & Kathleen, San BankFrancisco, of America, 29th & Mission, California San Jose, California Forguson, W. H. Oakland, California Fernandes, J. A. Ferrarese, Pete 2 10 2 Fenton, A. Ferrari, Louis Jr. 1 Westwood, California 2 1 1 3 4 Bank of America, #1 Powell, San Francisco Ferreri, Louis Ferrari, Louis and Alice -150 30 11 258 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1957 NAME Forreirs, J. Ferrera, Aluis, Ferrera, Aluis Jr. Ferroggiaro, F.A. Fife, David, Figene, A.A. Figene, A. A. Figene, Antone A. Figene, Antonio Figene, Guido Figene, Louis Figene, Mary Figoni, Guido, ADDRESS SHARES OWNED 1718 25th Avenue, San Francisco, Calif. 236 Sequoia, Pale Alto, California 100 1 784 Vallejo Street, San Francisdo, California 5 Bank of America, Clay & Montgomery, S.F. 4 1 5 2 724 Vallejo Street, San Francisco 5 724 Valle St. San Freancisco, California Ford, Harlow B. Bank of America, Hollister, California Form C. Point Reyes, California 2734 A Street, Selma, California Novada City, California Monterey, California Yosant, Wm. J. 5 4 Bank of America, Oakland Bank office, Oakland 1049 S. Cloverdale, Los Angeles, California Oakland, California 1351 Grant Avenue, San Francisco, California Figoni, Louis, . Figoni, Ottavia and Nina, #1 Powell St., San Francisco, 495 Capistrana St. San Francisco, California Fillippi, W. D. 625 Market Street, San Francisco, Finocchio, A. J. Finocchio, Joseph A.625 Market Street, San Francisco, #1 Powell St. San Francisco, California Fischer, J. M. Fischer, Martin H. 2236 Auburn Avenue, Cincinnati, Ohio Fisher, Herbert F. Bank of America, San Jose, California Fisher, Oscar H. and Lillie, 287 Brentwood Drive, San Francisco, Cal. Fisher, W. Bank of America, #1 Powell, San Francisco, Calif1 Fits, E. H. 550 Montgomery St., San Francisco, California Fitzgerald, R. E. 38 Clayton St., San Francisco, California 38 Clayton Street, San Francisco, California Fitzgerald, R.E. Bank of America, M 0 Oakland, California Pitsmaurice, W. M. Fitzpatrick, Edw. J. 2891 Jackson St. San Francisco, California Fitzpatrick, T. J. 1920 Std. 011 Bldg. San Francisco, California Flesher, Margaret, 1745 No. Gramgroy P1. Hollywood, California Floydstead, Harry Flvetsch, A.A. P.O.Box 889, Ventura, California 485 California Street, San Francisco, California Flynn, Kenneth, 4108 Middlesez Drive, San Diego, California Fogarty, W. J. Foley, J. E. 1380 16th Avenue, San Francisco, California Follett, M. Bank of America, Westwood, California Forrest, J. A. Fortier, John J. , -16 4 2 3 1 5 5 2 50 5 E 2 1 2 3 1 15 1 25 2 10 5 5 5 10 1 2 4 5 1 2 259 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 ADDRESS NAME: Fossat, W. J. Foster, A. H. Foster, Florence S. Fox - Gilbert R. Fox, Lucille, J. Fracisco, Charles J. Monterey, California Santa Cruz, California 971 Euclid Avenue, Berkeley, California #1 Powell Street, San Francisco, Calif. 650 So Spring, Los Angeles, Calif. Franceschi, J. Franchetto, Joseph Francis, John, Franco, D. J. Franco, Dennis J. Frank, Sam Fraser, W. J. Freedman, J. C. Freeman, C. R. Freeman, Harold C. Freeman, L. Clay 2110 Baldwin Avenue, Arcadia, California 460 Montgomery St., San Francisco, Calif. 2300 Chestnut, San Francisco, California Bank of America, Santa Monica, California Bank of America, Half Moon Bay, California Bank of America, Excelsior Branch, San Francisco, California 1 1 2 1 10 20 6 10 5 2 #1 Powell Street, San Francisco, California 240 Willow Avenue, Milbrae, California Palo Alto, California #1 Powell Street, San Francisco, California 222 Pacific Avenue, San Francisco, Riverside, California 309 Howard Avenue, Burlingame, California Friedman, Abe and Isaac 461 Valencia Street, San Francisco, Calif. 3020 East 7th, Long Beach, California French, Hal E. Fritsche, Wilfred F. Fuller, Arthur, Fuller, R. S. 10 4 Fregosi, A. D. Friday, P. G. Friend, Earl B. 8 1 460 Montgomery St. San Francisco, Calif. Frahm, C. J. and Wanda A. Franceschini, Mario F. Franceschini, Pietro, SHARES OWNED Arbuckle, California Bank of America, So. 1st St. San Jose, Calif. Vallejo, California 1 5 3 2 2 2 10 10 1 4 4 1 25 Fullerton, R. G. Tyfe, K. R. 3731 Fillmore Street, San Francisco, Calif. Bank of America, Los Angeles, Calif. 1609 Beverly Place, Berkeley, California 756 South Spring Street, Los Angeles, Calif. Gable, Allison E. Gagliardo, Joseph J. 2767 Ritchie St. Oakland, California Bank of America, San Jose, California 10 Kentfield, California 12 Galeazzi, A. Gallorate, J. H. Gallagher, Leonard W. Gallison, Harold W. Gellison, Harold W. 949 Lombard, San Francisco, California Santa Monica, California Mercer, California Benk of America 2 2 5 1 1 1 1 5 5 Gannon, W.J. and Jane L. San Legudro, California =16ea 260 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1957 NAME: Gardiser, Robert S. Gardisor, R. S. Garrett, Arthur O. Garrett, W. S. SHARES OWNED ADDRESS: San Jose, California 2 Bank of America, Glendale, California Glendale, California Gauelle, Faletti, Gauello, P. Gavin, John P. Geisendorfer, Raynor, George, Marguerite, Gerhardt, John H. Gerhardus, Wm. T. Geyer, H. C. Ghiglisza, Ben Gateway Branch, Bank of America, Glendale Bank of America, 1200 Broadway, Oakland Bank of America, 1200 Broadway, Oakland Bank of America, 641 Eldorado, Oakland, California 4021 19th St., San Francisco, California Manteca, California 621 Union Street, San Francisco, Calif. 621 Union Street, San Francisco, Calif. 1844 Buckingham Road, Los Angeles, Calif. Petaluma, California Norwalk, California 2347 Telegraph, Berkeley, California Glendale, California Tiajuana, California 1400 T Street, Sacramento, California Bank of America, Oakland, California Chiglieri, A. Chigliari, Nm. and Angela, 210 Palm Drive, Piedmont, Calif. 4 East Alder St. Stockton, California Ghigliari, Sylvia L. 625 Market Street, San Francisco Ghiselli, George Capital Co. Chiselli, George A. Giamboni, L. A. Giannini, Dr. A. H. Giannini, Engo Giannini, George J. Giannini, Joseph F. Giannini, V. D. Giennini, V. D. Tr. Giannone, Louis Gibson, Joseph S. 5 1 5 10 10 5 4 2 15 5 5 2 2 1 1 1 4 10 10 .5 10 10 Capital Co. 649 So. Olive St. Los Angeles 10 8 Giambroni, Andrew & Blanche, 3453 Champion St. Oakland, Calif. Giambroni, John 5 Gateway Branch Bank of America, Glendale, California Garthwaite, J. W. Garthwaite, W. W. Garthwaite, W. W. Gary, Gerald B. Gates, Claudius Y. 2 Bank of America, Gateway Branch, Gerrett, Warren S. and Willamina S. Gerrison, John N. Jr. Garthwaite, Edith G. 1 Bank of America, M 0 Oakland, Calif. Bank of America, Los Angeles, Calif. 1737 Mason St. San Francisco, Calif. 104 Washington St. San Francisco, Calif. Bank of America, Day and Night, S.F. 485 California, San Francisco, Celif. 5 7 1 30 10 1220 20 1 1441 Stockton St. San Francisco, Calif. Arroyo Grande, California =17. 3 261 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 ADDRESS: SHARES OWNED Bank of America, Chico, California Gustine, California 135 Park Road, Burlingame, California Antioch, California Oakland, California Gill, Walter J. and Lena, 1936 Franklin Street, San Francisco, California Gillias, Carolyn Bank of America, Bank office, Oakland, Calif. Gilmour, Isobel G. 1528 15th Avenue, San Francisco, California Ginder, L. J. Jr. 4411 Geary Street, San Francisco, California Ginotti, Henry J. 4411 Geary Street, San Francisco, California Ginotti, William 2447 No. Griffin Avenue, Los Angeles, California Gioia, Joseph, South San Francisco, California Giorgetti, Emilio Alameda, California Giorgi, Dino G. Bank of America, Sixth and K Branch, Giorgi, W. R. Sacremento, California Giovannetti, Aileen, #1 Powell Street, San Francisco, California Benecia, California Giubbini, A. E. 3344 18th Street, San Francisco, California Giuffre, Joseph A. Gippens R. E. Gilbert, W. H. Gilberts, Evelyn Gilerest, J. Go Giuffre, Joseph, Giurlani, Joseph, Giusti, A. R. 20 1 3 4 1 2 4 1 NAME: 5 5 40 5 1 20 1 2 3 Bank of America, Excelsior Branch, San Francisco, California 539 Front Street, San Francisco, California Kentfield, California Glad, A. E. Gleaser, Howard M. Glenny, Thomasina, Glines, G. W. Gock, A. J. Venice, California #1 Powell Street, San Francisco, California San Diego, California Hanford, California Gooppmer, Edward 224 Grant Avenue, Bank of America, 485 California Street, San Francisco, California =18 5 2 3 2 1 1 1 50 44 262 PACIFIC COAST MORTGAGE CO. 485 California St. Detail of stockholdings as at 12-20-1937 Address Name GOHN, Phillip H. GOLDENBERGER, E. J. GOLDIE, Edward GOODNOW, Irene Shares Owned 701 Grant St., Alameda Cal. Gustine, Cal. 1550 Bryant, San Francisco, Cal. GORDON, J. A. GORDON, R. D. Bank of America, Long Beach, Cal. GORIA, Victor J. 1404 Stockton St., San Francisco, Cal. Bank of America, Auburn, Cal. Bank of America, Auburn, Cal. Pine Ave. & 4th St., Long Beach, Cal. 1116 Fourth St. Santa Rosa, Cal. Bank of America, Chico, Cal. Palo Alto, Cal. GOSS, P. B. GOSS, Pierre B. GOULD, A. M. and Marie GRACE, Jos. T. GRADY, A. S. GRAHAM, Bernice B. GRAHAM, Donald H. GRAHAM, Mary E. GRANDI, Roy R. GRANT, John M. GRASSO, Louis J. 1250 California St., San Francisco,Cal. 2485 Chestnut St., San Francisco, Cal. 2201 Broadway, San Francisco, Cal. Redwood City, Cal. Bank of America, Oakland, Cal. GRAY, Burdette Piedmont, Cal. GRAY, Robert Palo Alto, Cal. GRAY, Walter & Kathleen Piedmont, Cal. GRAZIANI, Leo GREEN, Robert M. GREIG, Thomas A. 76 Cavour St., Daly City, Cal. 1 Powell St., San Francisco, Cal. GRIFFIN, H. R. GRIFFIN, Louise Bank of America, Los Angeles, Cal. GRIFFITH, James C. GRIFFITHS, Charles 1543 - 38th St., Saoramento, Cal. 5358 Melrose Ave., Los Angeles, Cal. GRILL, L. E. GRIMES, J. J. 6001 Sunset, Hollywood, Cal. Santa Clara, Cal. GROCEMAN, Mrs. Edith 460 Montgomery St., San Francisco, Cal. GROSSO, George GROVER, Doris T. GRUWELL, Hugh C. Alameda, Cal. 213 Murdook Ave., Queens Village, Long Island, New York 1 Powell St., San Francisco, Cal. 3343 Octavia St., San Francisco, Cal. 150 Franklin St., San Francisco, Cal. Bank of America, 4th and Spring, Los Angeles, Cal. GUASTUCCI, Florence GUGLIELMETTI, Leland J. 1 Powell St., San Francisco, Cal. Petaluma, Cal. GUGLIELMETTI, Leland J. & Paula M. Petaluma, Cal. GUIONASSO, Dalma GUIOT, Edward J. 1 1 10 2 45 3 2 5 50 15 1 Oakland, Cal. GRAVES, Lavene GRONDONA, Chas. F. 1 Monterey, Cal. Bank of America, Los Angeles, Cal. 1580 Beach St., San Francisco, Cal. GOODRICH, W. H. 5 2 1 2 2 300 1 2 1 2 1 5 1 3 1 1 18 5 1 1 7 50 3 1 4 2 3 2 2160 Leavenworth St., San Francisco, Cal. 1 1826 Stookton St., San Francisco, Cal. 4 19 - 263 PACIFIC COAST MORTGAGE CO. 485 California St. Detail of stockholdings as at 12-20-1937 Address Name HAAS, Mae & Alta HACKETT, Dorothy HAGE, Lillian C. HALE, P. C. HALEY, W. R. HALL, Bee B. & Marguerite HALL, Edwin H. HALL, Giles, Jr. HALLAHAN, J. A. & Ella P. HALLBERG, Anna D. & Carl HALLBERG, Anna D. & Carl HALLINAN, T. J. HAMILTON, E. W. HAMILTON, G. J. & Willa M. HAMLIN, 0. D. HANEBUT, Henri J. HANLEY, Pauline HANSEN, Edith Groth HANSEN, H. C. V. HANSEN, Lorens H. HANSEN, Peter P. HANSEN, O. E. HARDIKER, Fred E. HARE, Charles R. HARGRAVE, H. A. 550 Montgomery St., San Francisco, Cal. 550 Montgomery St., San Francisco, Cal. Bank of America, Los Angeles, Cal. Hale Bros., San Francisco, Cal. 506 Tucker St., Healdsburg, Cal. 1531 S. Oakhurst Dr., Los Angeles, Cal. 855 Pine St., San Francisco, Cal. 5606 Taft Ave., Oakland, Cal. 5606 Taft Ave., Oakland, Cal. 2303 Broadway, Redwood City, Cal. 550 Montgomery St., Rm 200, San Francisco, Cal. San Clemente, Cal. 1502 Bank of America Bldg., Oakland, Cal. Oakland, Cal. 485 California St., San Francisco, Cal. 911 Lincoln Way, San Francisco, Cal. Route 6, Fresno, Cal. Burlingame, Cal. Gustine, Cal. Bank of America, Anaheim, Cal. Bank of America, Long Beach, Cal. 550 Montgomery St, San Francisco, Cal. HARKNESS, Ed. HARLAN, Alma & Lealie San Jose, Cal. HARLEY, George H. Oroville, Cal. 485 California St., San Francisco, Cal. HARLEY, T., Jr. & Esther V. Oakland, Cal. HARMON, Walter 20 E1 Cerrito Ave., San Mateo, Cal. HARRELSON, Wm. H. 1405 DeYoung Bldg., San Francisco, Cal. Monterey, Cal. HARRIS, R. L. HARRIS, T. W. HART, Counie D. HART, Counis D. & Beryl H. HART, I. E. HART, LeRoy H. HARTLEY, Rogers & Co. HARTSOUGH, Josephine HARWOOD, Phil M. & Helen HARWOOD, Phil M. & Helen HASSELO, Norman P. HASSON, C. A. & Genevieve HAUFE, Marie 2 5 2 30 4 Oakland, Cal. 3333 Lowry Road, Los Angeles, Cal. Burlingame, Cal. Chico, Cal. HARLAN, Dorothy S. & Wilton O. Shares Owned Court House, Oakland, Cal. 384 Post St., San Francisco, Cal. 384 Post St., San Francisco, Cal. Bank of America, 660 So. Spring, Los Angeles, Cal. 601 W. Olympic Rd., Los Angeles, Cal. 485 California St., San Francisco, Cal. 1616 Larkin St., San Francisco, Cal. 485 California St., San Francisco, Cal. 485 California St., San Francisco, Cal. Bank of America, Monterey, Cal. Arcadia, Cal. Santa Rosa, Cal. -20- 1 5 1 2 1 4 10 15 1 20 2 7 1 4 2 2 5 5 3 2 5 10 2 2 2 5 25 1 50 5 10 5 2 10 10 5 5 4 2 15 264 PACIFIC COAST MORTGAGE CO. 485 California St. Detail of stockholdings as at 12-20-1937 Address Shares Owned Name E1 Centro, Cal. HAVEKORST, Walter B. HAVEN, Van Allen & Nancy HANKINS, C. N. HANLEY, R. W. HAY, Woo HAYES, Dorothy E. HEALEY, Earl F. HEALEY, Thomas W. HEARN, Clarence J. & Rita B. HEATON, R. S. HEATON, Ralph S. HEBBARD, R. H. HEBERT, Arthur W. HEFFERLIN, Milo A. HEFFERLIN, Milo A. & Ray A. HELLOR, L. E. HELIMANN, R. H. HENDERSON, H. C. HENDERSON, R. N. HENDY, L. J. HENNEN, L. M. & Georgia B. HENNING, Edward F. HERINGER, Howard HERSEY, Goo. E. HEWITT, Dan S. HESSE, Bruce I. HESTON, Albert E. HICKEY, John S. HIERONIMUS, Carl HILL, James M. HILL, Reginald L. HILLER, P. F. HILLERS, Carl H. HINE, Elizabeth H. HISE, Harley & Grace HODELL, W. H. HODGE, Edgar O. HOEFER, Emil A. HOEFER, Emil A. HOEL, 0. F. HOFFMAN, Claire HOFFMAN, Clifford P. HOFFMAN, Graydon HOFFKNECHT, Dorothy HOFFMAN, Geo. F. HOGLUND, E. E. HOLLAND, Emma R. HOLLEY, Caryl Berkeley, Cal. Bank of America, Hollister, Cal. Bank of America, Salinas, Cal. 716 Adama Blvd., Los Angeles, Cal. 2 $ 25 4 9 Bank of America, M.O., Oakland, Cal. 10 San Jose, Cal. 3757 Elston Ave., Oakland, Ave. 10 485 California St., San Francisco, Cal. Bank of America, Fresno, Cal. 1 4 10 Fresno, Cal. Bank of America, San Diego, Cal. 5 5 450 Sutter St., San Francisco, Cal. 5 Oakland, Cal. Berkeley, Cal. 206 Sansome St., San Francisco, Cal. 517 California St., San Francisco, Cal. Bakersfield, Cal. Lindsay, Cal. 625 Market St., San Francisco, Cal. Colton, Cal. 789 - 10th Ave., San Francisco, Cal. Rio Vista, Cal. Berkeley, Cal. 206 Sansome St., San Francisco, Cal. 2 1 5 10 2 3 3 1 5 2 2 5 Bank of America, Visalia, Cal. 460 Montgomery St., San Francisco, Cal. 1 Powell St., San Francisco, Cal. Nevada City, Cal. 3002 - 11th Ave., Los Angeles, Cal. Berkeley, Cal. 485 California St., San Francisco, Cal. 3978 Oakknoll Blvd., Oakland, Cal. Piedmont, Cal. 206 Sansome St., San Francisco, Cal. 1572 Sunset Blvd., Los Angeles, Cal. 2607 - 1st Ave., San Diego, Cal. 1133 Brewster Drive, E1 Cerrito, Cal. 1133 Brewster Drive, E1 Cerrito, Cal. Bank of America, Oakland, Cal. 2813 Russ Bldg., San Francisco, Cal. 450 Midway, San Mateo, Cal. 450 Midway, San Mateo, Cal. Mercer, Cal. Fresno, Cal. 315 Columbia, Los Angeles, Cal. 485 California St., San Francisco, Cal. 142 - 38th Ave., Flushing, New York - 21 - 4 5 1 1 4 2 5 5 3 75 5 1 7 1 6 25 5 1 1 3 2 1 2 265 PACIFIC COAST MORTGAGE CO. 485 California St. Detail of stockholdings as at 12-20-1937 Address Shares Owned Name HOLLIES, W. S. G. HOHN, Fred L. HOLSTON, Geo. W. HOMER, Val C. HOPE, F. M. HOPE, F. M. HOPKINS, E. J. HOPPER, W. W. HOPPER, W. W. & Alameda HOSKING, W. S. HOURIGAN, Wm. A. & Estelle T. HOWELL, H. G. HUBER, Ernest Glenwood, Cal. Bank of America, Long Beach, Cal. 298 Grand Ave., So. San Francisco, Cal. Flood Bldg., San Francisco, Cal. 756 So. Spring, Los Angeles, Cal. 756 So. Spring, Los Angeles, Cal. 127 Highland Ave., Piedmont, Cal. 127 Highland Ave., Piedmont, Cal. Wheatland, Cal. HURD, Clifford W. HUSTON, W. S. ICARDO, I. M. IGNATEN, M. IMPERATRICE, John R. IMRIE, John F. INGER, Irving S. ISNARDI, Jennie 706 Bank of America Bldg., San Jose, Cal. Bank of America, Los Angeles, Cal. 282 Yuba Buena Ave., San Francisco, Cal. Hollywood, Cal. Oakland, Cal. 1181 Grizzly Peak, Berkeley, Cal. 490 Post St., San Francisco, Cal. ISNARDI, Joseph Fresno, Cal. Fresno, Cal. JACKA, John S. JACO, John K. Bank of America, San Jose, Cal. Bank of America, 660 So. Spring, Los Angeles, Cal. JACOBS, A. P. JACOBS, Hall L. JACOBS, Lester JACOBSON, Florence A. JACOBSON, Harold L. JACOBUS, Alice Olney JACOBUS, Harry E. JACOBY, A. B. JACQUES, Joseph R. & Emma M. JELLINS, Milton 5 3 3 5 30 20 5 1 5 No. Hollywood, Cal. HUNZEKER, Oswald W. HIGHES, F. B. HUMPHRY, Floyd L. HUNKINS, A. Genevieve HUNT, Merle 10 Occidental Life Ins., Los Angeles, Cal. 326 - 29th Ave., San Francisco, Cal. 631 Market St., San Francisco, Cal. HUNTER, Cleo HUGHES, E. T. 2 550 Montgomery, San Francisco, Cal. 1027 0 St., Senger, Cal. 624 Shasto St., Yuba City, Cal. 1 Powell St., San Francisco, Cal. P.O. Box 71, Oroville, Cal. 1 Powell St., San Francisco, Cal. 220 N. Main, Los Angeles, Cal. 7th & Spring, Los Angeles, Cal. HUDSON, E. R. 1 101 Washington St., San Francisco, Cal. 1 Powell Street, San Francisco, Cal. Berkeley, Cal. Escondida, Cal. Upas St., Escondido, Cal. Palo Alto, Cal. 496 Lake Park Ave., Oakland, Cal. 1 Powell Street, San Francisco, Cal. 3057 Franklin St., San Francisco, Cal. 1 Powell St., San Francisco, Cal. 2 10 5 2 10 10 2 1 1 10 1 5 2 2 1 10 1 5 1 5 40 4 1 2 6 1 5 10 5 1 1 JENKEL, Paul R. JENKINS, A. T. Oakland, Cal. 2194 - 26th Ave., San Francisco, Cal. - 22 - 1 266 PACIFIC COAST MORTGAGE CO. 485 California St. Detail of stockholdings as at 12-20-1937 Address Shares Owned Name JENKINS, V. H. JENNEY, Dr. W. C. JENNINGS, Helen JENSEN, E. JENSEN, Edward S. JENSEN, 0. T. 766 So. Spring, Los Angeles, Cal. Vocaville, Cal. Walnut Creek, Cal. Bank of America, 631 Market St., San Francisco, Cal. Glendale, Cal. 1112 Churchill St., Coronado, Cal. - 23 - 10 10 2 10 1 10 267 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 SHARES OWNED ADDRESS NAME: Jepsen, Harold B. Jessie, James W. Jackers, Eddie A. Johnson, Albert L. Johnson, Conrad H. Johnson, G. H. Johnson, Gustav C. Johnson, Milton Fo Johnson, Milton H. Johnson, Ma. J. Johnston, A. F. Johnston, Edward H. Jones, Pb H. Johnson & Oo. Jones, Sanford, Joy, Ripley W. Judge, Mae H. Judge, Thomas H. 2 446 Mesa Road, Santa Monica, California . 2362 Monticello Avenue, Oakland, 1 2 2755 Fillmore St. San Francisco, 660 So,Spring St. Bank of America, L.A. P.O.Box 454, San Rafael, California 942 Capp St. San Francisco, California 1 1 10 5 305 Ximeno Ave. Long Beach, 10 Glen Ellen, California 631 Market St. San Francisco, California 10 25 1950 107th Avenue, Oakland, California 5 Oakland Bank Office, Bk of America, Oakland 2509 8th Avenue, Sacramento, California 208 Spalding Building, Portland, Oregon 1202 First Security Bldg. Ogden, Utah Bank of America MO San Jose, California 2918 21st Avenue, San Francisco, California 24 California St. San Francisco, #1 Powell St. San Francisco, . Judge, Martin Jr. & Co. Association American Distributors Justice, E. J. 308 Bank of America Bldg. San Jose, Kaempfy, Else L. Kamprath, 0. R. Kantrowitz, A.A. Kara, Fred Kasai, Kenji Kavanagh, Alice Kay, Alfred S. Keary, Delia H. Keary, Marguerita, Keery, Raymond P. Keegan, Jan Kees, Walter C. 9 10 2 60 10 6 1 2 15 580 Montgomery St. San Francisco, 2468-28th Avenue, San Francisco, 1 5 485 California St. San Francisco, International Banking Dept. 485 California St. San Francisco, 142 1st Avenue, San Mateo, 40 2 2806 Union Street, San Francisco, 8200 Trustum Ave. Bakersfield, #1 Powell St. San Francisco 4 2 10 12 . California 2 . 5 . 5 200 Seville Way, San Mateo, Bank of America, Solano Ave Branch, 6 Berkeley, California 4 2 Kees, Walger C. 1055 Carolyn Avenue, San Jose, California . 10 Kehrlein, Emil Jr. 649 South Olive Street, Los Angeles, . so . Kehrlein, Emil and Mary Keith, Harold A. 15 850 Montgomery St. SSan Francisco, Keffel, Esther M. -24- 268 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 ADDRESS SHARES OWNED NAME: Keller, William Kelly, John J. Kelly, Ray O. Kenye, Jeannette T. Kemper, F. To Kempton, Kathryn Kennedy, E. Me Kennedy, J.P. Kent, Russell A. Kenville, W. W. Kenville, W. W. Kerdell, Genevieve, Kerins, C. C. 1208 Marin Avenue, Berksley, Calif. . 226 E. 4th Street, Livermore, Weaverville, California o/o G. W. Tighe, Ventura, California Bank of America, Oroville, California 708 Kentucky St. Vallejo, Bank of America, 7th and Spring St. L.A. Bank of America, MO Pasadena, California #1 Powell Street, San Francisco, Bank of America, Santa Clara, 1012 Vermont St., San Jose, Kieferdorf, Dorothy 485 California Street, San Francisco," Kern J. L. Kieferdorf, W. J. Kiester, A. K. Killam, J. S. Killam, J. E. Killiles, Byron J. King, C. S. King, Edward M. King, Edgar M. King, Evelyn King, Herbert W. King, Jessie King, John C. King, Louis King, Marvin E. Kirby, Francis C. Kirpatrick, W. J. Kistler, Ray He Klotz, Gertrude E. Kluber, Gladye, Knudsen, Myrtle, Koehle, Lillie R. Kopperud, A.H. 2 3 2 2 8 5 85 1 2 550 Montgomery St. Kern, Edward, 2 1 3830 Divisadero St. San Francisco, 1249 Maybee Ave., San Jose, California 1 5 2 34 Wanda Street, Sen Francisco, 1 5 20 1 660 South Spring St., Los Angeles, 54 Highland Ave. Piedmont, California Bank of America, Riverside, 1427 Floribunda Ave. Burlingamo, 1125 Guinda, Palo Alto, Harbor Branch, Bank of America, San Francisco, California 5 5 2 3 2 8 Antioch, California 1 Hotel Oakland, Oakland, California 485 California St. San Francisco, California 123 W. 15th St., New York City, N.Y. Gridley, California 4 1 10 2 9th and Market Branch, Bank of America, S.F. Bank of America, Antioch, California 4522 So Van Ness Avenue, Los Angeles, Calif. #1 Powell Street, San Francisco, Calif. 450 Sutter, San Francisco, 1 4 2 15 2 623 Georgia St. Vallejog California 1 Gridley, 1 #1 Powell Street, San Francisco, Calif. 56 Lincoln St. Santa Clara, Calif. Bank of Americak Fruitvale, Oakland, . - 25 - 1 10 269 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 SHARES OWNED ADDRESS NAME Koster, G. H. Koster, Krase, W. A. Kreiss, Andrew, Kreims, Fred Krier, Rose E. 450 Montgomery, San Francisco, Calif. 12 3 . Martinez, California Kroeker, H. J. Kroyer, John O. 4 25 New Montgomery, 2000 We 7th Street, Los Angeles, 5 . 4 4 2958 Broadway, Huntington Park, 2 Bank of America, 7031 Melrose, Los Angeles, Cal. 2 Krueger, Josephine M. Bank of America, Sacramento, California Kuechler, H. N. Jr. 206 Sansome, San Francisco, . . Kuechler, H.N. Kuechler, Mary S. Kuechler, Sally F. Kuechler, Sue S. 2727 Polk St. San Francisco, Kuhl, Frieda Bank of America, Norwalk, California Kulzer, Arthur, Logomorsino, John A. Ventura, Ventura, Logomorsino, V. Norman Logomorsino, Logomorsino, Wm. No Lalley, H. F. Lamb, Nella E. Lambert, Jack W. Lambing, Chas. E. Lamperto, Angelo Lane, B. F. Lane, Raymond C. Lagham, Clarence Larsen, B. A. 2 Exchange Bank Bldg. Santa Rosa, 1811 Marshall St. Ventura, Route A, Box 546, Fresno, 60 Cleveland Avenue, San Jose, 1565 Green Street, San Francisco, Calif. 8464 Cordova St. Oakland, California 517 California St., San Francisco, 660 South Spring St. Los Angeles, Post Office Box 192, San Mateo, Assoc. Amer. Distributors. 819 Bank of America Hidg. Los Angeles 120 Sanchez Street, San Francisco, Calif. 10 509 400 400 400 2 15 10 2 1 10 1 1 2 2 4 5 2 3 2 2 2 Larson, Clarence A. Larson, Elvin A. Laughlin, We H. Lawler, Russell B. Lawrence, E. C. Lawry, Glover C. Lavagnino, L. J. Lazarus, Frank J. Leahy, James F. LeBaron, Chauncy A. 1057 Annerley Road, Piedmont, Calif. 1110 Park St. Alameda, California Bank of America, Glendale, California 1599 Eighth Avenue, San Francisco 1 Scott Street, Apt 8, San Francisco PO Box 350, Long Beach, California Bank of America, Santa Maria, 2 4 4 1 10 5 1 Bank of America, San Jose, 50 295 Bay Street, San Francisco, California Bank of America, Valley Ford, 10 - 26 - 270 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1957 ADDRESS NAME: SHARES OWNED 29 Third St. San Mateo, California Lee, James A. Lee, Richard J. 6219 Middleton, San Francisco Huntington Park Legg, George B. Legg, Gordon R. Lehman, H. J. Bank of America, Dwight Way Br. Berkeley 8 - 2 5 Fortuna, California 141 Magnolia Ave. Milbrae, California 5 4 2445 32nd Avenue, San Francisco Leif, Howard A. Leininger, C. W. 2 Redding, California 10 Leininger, C.W.&.John N. Leino, Edward L. 10 Bank of America, Clay & Montgomery San Francisco, California Bank of America, 45 California St. S.F. Bank of America, Merced, California Bank of America, Oakland, California Leith, Thomas Lemmon, W. H. Lenihan, Dolores, 1 1 1 1 Lentz, Clifford L. & Lillian Ruth, 1138 Rialto St. Venice, California 1376 B Street, Hayward, Leonard, P. J. Leone, C.J. & Vera M. Leonetti, Joseph L. Leoni, Andrew Lesonsky, H. Leveggi, James B. Leveggi, James B. Lindsay, Ersel M. 1 Bank of America, San Pablo Ave. Oakland 6 460 Montgomery St. San Francisco, 2 Puente, California (519 Ellis) San Francisco, California . Senator Hotel, San Francisco, 519 Ellis Street, 10 6 2 5 2 517 California Street, w Bank of America, 631 Market St. S.F. 1562 Jackson, Oakland, California Box 409 Transamerica Bldg. 649 So Olive, Los Angeles, Calif. 2148 Ward Street, Berkeley, 1 3 15 - 121 East Julian St. San Jose, California Bank of America, N.T.S.A. Gress Valley, Lister, Margaret L. . Bank of America, 631 Market St. S.F. Tube City, California 1529 Portola Drive, San Francisco, Calif. Lockhart, R.R. Lochlin, Harry Box 296, Colton, California 219 No. Furno St. Fresno, California Logoluso, Nicholas G. Logoluso, Nicholas G. & Lubille Lombardi, Fred 207 Maynard St. San Francisco, California Lombardi, J. A. 29 Toledo Way, San Francisco, California Little, Richard N. Locati, Albert C. 20 1 751 Lee Avenue Lion, Stella M. Lister, E. J. 2 152 Molthe St., Daly City, California Levaggi, Tony Levaggi, Trevine Frances Lewin, Victor Lewis, Jones C. Lewis, Nellie Liebes, Dorothy Lilley, E. C. 1 1 4 5 2 5 1 5 2 1 1 wordbox - 27 - 10 5 271 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 ADDRESS SHARES OWNED NAME: Lombardi, J.A. and Mary Long, Alice M. Longo, Aida Longo, Frank J. Longo, Frank J. Laschs, Edward C. Lowe, Ray Bank of America, 29th and Mission San Francisco, California Suisun, San Francisco, California 629 E. 22nd St. Los Angeles, 1 2 1 Bank of America N.T.&S.A. 756 South Spring St. Los Angeles, Calif. 9 Bank of America, N.T.&S.A. 756 South Spring Street, Los Angeles, 5 143 Gradada Avenue, Long Beach, Compton Branch, Bank of America, 1 Compton, California 5 Bank of America, San Jose, California Bank of America, #1 Powell St. San Francisco 1 1 Lubchenko, Peter N. Lubschenko, Peter N and Gladys 460 Montgomery Street, Lucchesi, Gino 918 Union Street, San Francisco, Calif. Lucchesi, Peter #1 Powell St. San Francisco, Calif. Luchsinger A. G. 1 10 Luchsinger, Albert K & Christine A. Luchsinger, Minnie G. Luccini, Louis A. Ludford, Roland E. Lumie, J. I. Lutz, Harold H. Lytle, Bruce and Mabel Mabie, Irving D. Macaw, Antonio Maclay, Thomas MacDonald, R. A. MacQuarrie, Gordon MacVicar, D. C. Madden, David J. Jr. Madison, M. C. 926 York St. Vallejo, California 551 E. St. James St. San Jose, California Angels Camp, California 145 Gleason Avenue, Vallejo, California Bank of America, 485 California Street San Francisco, California Bank of America, Loan Supervision Dept. Los Angeles, California 2725 76th Avenue, Oakland, California 112 San Jose Avenue, Los Gatos, 508 No Bonnie Brae, Los Angeles, California 201 Main Street, Petaluma, California 2367 Bay Street, San Francisco, Calif. 1511 Woolsey Street, Berkeley, Calif. 101 S. Brand Blvd. Glendale, Calif. Bank of America, Vallejo, Commercial Branch 2 20 1 Lowe, Waldo H. 5 5 1 4 2 3 1 8 4 1 2 2 2 Vallejo California Bank of America, Harbor Branch, San Francisco 2 3 Madison, Morris C. Maggiore, Lerenzo Maggiore, Maria Magliano, Elvia Mahoney, Helen Maier, Henry C. Major, K. B. w 4 1040 Filbert St. San Francisco, Calif. 1040 Filbert St. San Francisco, Calif. 876 Vallejo Street International Dept. 485 California St. San Francisco, California c/o Bank of America, Burlingame, Calif. Bank of America, 7th & Olive Br. L.A. - 28 - 1 2 2 , 8 272 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 ADDRESS NAME: Makin, Harold A. Makin, Harold A. Malcolm, Frank Maley, Charlotte C & Mallet, Harriet F. Mallet, J. A. Mallory, Margaret, Mansi, A. SHARES OWNED Room 321 650 South Spring St. Los Angeles Bank of America NTSA, Fresno, California . 1366 5th Avenue San Francisco, 45 Oakridge Road, Berkeley, California 10 T.W. 1 35 1047 Oakland Avenue, Piedmont, Room 905, 485 California St. S.F. 3530 Scott Avenue, San Francisco, Calif. 4050 S. Denber Avenue, Mantle, R. 0. Murphy, California Manuel, Matthew H. and Laura O. Maragliano, John 2 1 1 44 3 1 20 2106 Larkin Street, San Francisco, Calif. 5 Marchant, Fay C. and Clarice S. 149 W. Gladstone Avenue, San Dimas 2 Bank of America, NTSA 16th and Mission San Francisco, California 552 Capp Street, San Francisco, Calif. Marianetti, Frank Manuel, M. He Murphy, California (Form 990 $360.00) Bank of America NTSA San Mateo, Cal. 10 Marianetti, Fred & Edith 310 Virginia Avenue, San Mateo Marianetti, Fred & Edith Parkside Branch, Bank of America, S.F. Mariho, George J. 19 Monticello Avenue, Piedmont, California Markham, A. G. Marks, Russell R. 2488 67th Avenue, Oakland, California Postoffice Box 261, Walnut Creek, Marotte, Maurice R. Marshall, Fred A. and Christina S. 176 Escolta Way, S.F. Marshall, W. C. 460 Montgomery St. San Francisco, Calif. e/o California Lands Inc. 485 Montgomery Marston, E. M. San Francisco, California Martella, John Elmer c/o C. % Anderson, 355 Main St. 11 Mariametti, Albert B. 4 1 11 1 1 1 4 4 2 5 Elizabeth Martin, Martin, Henry B. Jr. Martin, J. M. Watsonville, California 801 Virginia Street, Vallejo, California Bank of America, N.T.S.A. #1 Powell Street, San Francisco, S.F. Associated American Distributors, 2 10 Bank of America Building, Stockton, Calif. 2741 College Avenue, Berkeley, Calif. Martin, Theodore, H. Martinez, Arthur Jr. Bank of America, Oakland, California 10 618 Irwin Street, San Rafael, Calif. 10 Oakland Main office Martini, Frank and Helen Marzo, Mal Marzo, Mary Mason Brothers 2736 Ullea Street, San Francisco, 2736 Ullea Street 1412 Central Bank Bldg. Oakland, Calif. - 29 - 1 1 5 1 6 273 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/30/1957 ADDRESS NAME Mason, Dorothy Master, William Matthews, Arthur J. Matthews, Dorothy Le Matt, P. F. Matthews, H. S. SHARES OWNED Bank of America, #1 Powell St. San Francisco, California 1 2104 So. Cochun Avenue, Los Angeles, Calif. Bank of America, #1 Powell Street, San Francisco, California 2 Vacaville, California 1 Mattoon, Harold H. Hotel Anderson, Benecia, California Bank of America, Long Beach, California Bank of America, N.T. S.A. 631 Market St. San Francisco, California 334 Collingswood St. San Francisco, Calif. c/o Capital Company, Los Angeles, California Matener, Eather Mauro, Frank Mawley, L. S. 485 California Street, San Francisco #1 Powell Street, San Francisco, California Mattison, E. A. Mattison, Virginia 2132 Muscatel Ave. San Gabriel, Mayle, R. J. c/o Bank of America NTSA Compton, . 320 O'Farrell St. San Francisco, California 576 Pine Street, San Francisco, California Mazzera, Elmo A. Mazzoa, Harry A. Mazzae, Lloyd 6047 Buena Vista Ave. Oakland, 916 Bank of America Building, Stockton, Bank of America, N.T.S.A. Lodi, California MaArthur C. S. McCallum, J. W. Bank of America, Ontario, California Bank of America, 631 Market St. S.F. Bank of America, Redlands, California . McCarroll, Harry, McCarroll, H.R. and Theo B. McCook, Fonda McCook, Nelson, McCookie, H.R.A. McCormick, Clyde S. McCormick, E. A. McCormick, H. C. 20 1 10 10 5 13 4 20 10 200 50 1 2 1 1 1293 Holly Drive, Colton, California McCarthy, R. D. McCarthy, Wilson McClelland, Harry McConnell, L. T. 1 1 1 w May, Claude W. and Certrude Louise, May, Lillian 3 c/o A.O.Stewart, 206 Sansome St. San Francisco 206 Sansome St. San Francisco, California 485 Montgomory Street, San Francisco, Fall River Mills, Bank of America, 1st and Pine, Long Beach, Cal. Bank of America, 1st and Pine, Long Beach, Cal. 4524 1/8 Edgewood Place, Los Angeles, Calif. 1 100 10 4 1 1 1 2 8 Bank 2059 of 48nd America, Avenue, Santa Oakland, Cruz California 24 Mirabel Avenue, San Francisco, California - 30 - 4 274 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/30/1937 NAME McCoy, Geraldine M. McCrory, Helen McCrory, James R. Florence McCrum, McCullough, Thomas McCurry, Harold J. McDonald, C. J. ADDRESS SHARES OWNED 1500 Park St., Alamoda, Calif. 1 Box 541 Vacaville, 1 P.O.Box 293, Vacaville, . 1 801 Clement Street, San Francisco 631 Market Street, San Francisco 2954 26th Avenue, Sacramento, Calif. 4 2 5 West Oakland Branch of Bank of America McDonald, H. F. McDonough, Marie, McFadden, Norman E. Oakland, California 1323 E. 11th Street, Long Beach, Calif. 1 206 Sansome St, San Francisco, Calif. Calif. Lands Inc. McElroy, C. F. California Lands Inc. 2 4 458 Montgomery St. S.F. 10 458 Montgomery Street, San Francisco 460 Montgomery Street, McElroy, Elisabeth McGrath, John P and Marie C. 643 San Jose Avenue, McGrath, John M. and Marie C. McGrath, William F. and Alma R. McGrew, R. J. 10 5 1 5 c/o Bank America Co., 485 California St. 10 San Francisco, California Bank of America, 200 N. Euclid Ave. Onterio, California 8 McGuigan, Chas. J. and Gladys S. e/o Bank of America Co. 650 So Spring St. Los Angeles, Calif. McGuigan, J. E. MoGuigan, Thos. F and Rama McHenry, Marcella Bricca McHenry, Merl MoInnis, Edwin McKee, John A. McLeod, Daniel, No McLorie, Hugh McMahon, Albina McMacy, Mirism Pank of America NTSA 10 1730 Dolores St. San Francisco, Cal. 3 901 Bromfield Road, San Mateo, Calif. 10 15 w 901 Bromfield Road, San Mateo 515 Haddon Road, Oakland, California 141 Sycamore St. San Mateo, California 216 E. Forn St. Redlands, California Bank of America, Red Bluff, California c/o Levaggi Estate Co. 519 Ellis St., San Francisco, Calif. 2727 Stuart St. Berkeley, California 4 1 2 2 1 1 w McMacy, Verda Rhea and Mirism, 2727 Stuart St. Berkeley, Court House, Redwood City, California McNutt, Maxwell McQuade, Thomas V. 10 Fairfax, California MoQuilkin, Eston R and Myrtle O. 441 Lighthouse Avenue, Pacific Grove Bank of America, Santa Rosa, Calif. Meilike, Jos. F. -31- 2 8 2 5 1 275 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 18/20/1937 NAME: Merlo, D. C. Methyen, M. To Metz, H. J. Meyer, Hermann D. Meyer, W. C. Michiel, G. L. Micheletti, Arturo Micheletti, Stale Micheletti, M. J. Micheli, Selio W. Milani, Mrs. E. Milani, Marian R. Miller, Arthur Miller, Clarence S. Miller, Helen E. Minshan, James SHARES OWNED ADDRESS 550 Montgomery Street, San Francisco, Calif. 756 South Spring Street, Los Angeles, #1 Powell Street, San Francisco, 1768 No. San Joaquin Street, Stockton, Geyserville, 33 Westwood Drive, San Francisco, Calif. 45 Clarks Drive, San Mateo, California 516 Davis Street, San Francisco, Calif. Bank of America, NTGA Calif & Montgomery Streets, San Francisco, California Route 1, Box 59, Fulton, California 3035 Baker Street, San Francisco, Calif. 3035 Baker Street, San Brancisco, Calif. 5 3 6 1 2 4 52 10 10 1 25 5 c/o Half Moon Bay, High School Half Moon Bay, California 86 No 24th Street, San Jose, California 648 Beacon Street, Oakland, California 140 20th Avenue, San Francisco, Calif. 2 1 2 3 2 Minehan, James & Mary Connor 140 20th Avenue, San Francisco, Cal. Minehan, John A. Minnes, Robert 718 South Union Avenue, Los Angeles, Calif. Room 610, 485 California St. San Francisco 4 1 Mino, Isabel and Marylin Mine Minssen, Herman F. Minton, H.A. Jr. Miraylis, W. J. Mitchell, Arthur R. 4 1589 E. 14th Avenue, San Leendro, Calif. Route 31, Box 920, Crost Drive, San Jose, Cal. 4 2 2044 Alameda Avenue, California 672 Greenwich, San Francisco, California Room C, Shaffer Building, Merced, 2 10 1 Mitchell, F.J. and Valhi D. Bank of America, Oroville, 631 South 14th St. San Jose, California Mitchell, Frank Co 5 5 Bank of America, NTSA San Jose, California Mitchell, F. C. Moglich, Louis A and Mary V. 704 Santa Ray, Ockland, California Bank of America, Oakland, California Mohi, George 1701 33rd Avenue, Oskland, California Mohr, H. W. Mitchell, Frank C. 5 w Moldenschardt, W.C. Bank of America NTSA University Branch, Molinari, A. Arthur Molinari, Deria 408 Columbus Avenue, San Francisco Molinari, 1 1 2 5 Berkeley, California 966 Union Street, San Francisco, California 596 Lombard Street, San Francisco, -32- s 10 6 276 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 ADDRESS Molimari, Molinari, Giovanni & Rosa John Be & Helen SHARES OWNED 950 Union Street, San Francisco 948 Union Street, #1 Montgomery St, (Form 1099, $8240.00) Miller, J. Paul Mondiri, John J. Monln, A. L. Monteldo, Agnes M. Montaldo, Gene Montaldo, Lina 756 South Spring Street, Los Angeles, California 550 Montgomery Street, San Francisco, California Paso Robles, California 3485 21st Street, Apartment 1, San Francisco 330 Chattanooga Street, San Francisco, California 250 Cumberland Street, San Francisco, California 36 Columbus Avenue, San Francisco, California Montani, F. A. Montgomery Tr. Co. & Francis H. Farnum Moody, H. G. Moore, Enroa E. Moore, E. M. Moore, F. Lenore Moore, H. R. Moore, W. F. Moron, G. H. Moran, Mary Survising Trustees for Charles A. Farmus Will of Mary A. Farmum, deceased, Morristown, Pennsylvania Bank of America, NTSA Camarillo, Bank of America, Santa Crus, California 2052 San Pablo, Berkeley, California 2049 41st Avenue, Oakland, California Bank of America NTSA San Diego, California 706 Market Street, San Francisco, California Vallejo Commercial Branch, Vallejo, California 621 Georgia Street, Vallejo, California Moran, May, Kathryn, Kempton, E. Martin and Gertrude E. Kots 621 Georgia Street, Vallejo, Moreno, Goo. Moreno, Madeline #1 Powell Street, San Francisco, California 49 Caselli Avenue, San Francisco, California Morgan, Arthur Edward Morganthine, Elva Bank of America, Fresno, California Bank of America, 485 California St. San Francisco, California North Beach Branch, Bank of America, S.F. Boretti, R. F. Morosoli, A. Morosoli, Alfred Morris, Carl A. Morris, Kenneth Lee 2570 15th Avenue, San Francisco 270 Columbus Avenue, San Francisco 1507 Balboa Street, San Francisco, California 2309 Prince Street, Berkeley, California -550 2 . Mollring, Noel A. and Mildred Postoffice Box 151, Colton, California Mon, Catherine, 2 . NAME: 1 3 3 2 6 2 5 1 10 5 2 2 1 5 1 4 2 2 5 2 10 1 2 1 4 1 1 277 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 ADDRESS NAME: Morris, R. A. Morris, Rudolph A. Morrish, J. C. Morrison, Lloyd Morro, S. J. Morrow Howard SHARES OWNED 516 Columbus Avenue, San Francisco, Calif. 516 Columbus Avenue, San Francisco, Calif. Bank of America, Redwood City, California 450 N. Genesce St. L. A. 114 Mallorea Way, San Francisco, California 384 Post Street, San Francisco, California 1615 Portland Avenue, Berkeley, 901 Battery Street, San Francisco, w 743 Atlantic Avenue, Long Beach, California Morrow, S. G. and Amy E. Mortars, Benjamin Mortensen, Mamie 2 13 3 2 4 50 5 10 1 Moses, James E. and May E. 1878 Turk Street, San Francisco, California 15 Moss, Alice M. or Monroe L. Muldown, J. Neil Moran, G. J. Capital Company, 649 So Olive Street, Los Angeles, California Assoc. AmereDistributors, Bank of America Building, San Jose, Calif. 10 3 Bank of America Vallejo Commercial Branch Form #1099 $180) Mulrooney, Edward F. .2433 W. Silverlake Drive, Los Angeles, California 1 Mulrooney, Edward F. 2 Mulvany, John J. and Marion A. Mundy, Lucille M. Murchison, W. C. Murdock, Glenn E. Muriale, William Murphy, Louis L. Murphy, R. C. Murray Fannie Butte 2927 Gibbons Drive, Alameda, California Capitol Company, 625 Market St. San Francisco 1031 W. 49th Street, Los Angeles, California Bank of America, Santa Rosa, California 522 Montgomery Street, San Francisco, Calif. Day and Night Branch of the Bank of America, n San Francisco, California Hayes Valley, Branch of the Bank of America, San Francisco, California Murray, Irms, Murray, J. Alec. Musetti, John-Della Musla, Rose Muzzi, Clodia Muzzi, Clodia 1 1 2 1 1 1 #1 Powell, Bank of America NTSA Stenographic Department, San Francisco, California Murray, Fannie Butte 5 (Capital Avenue) 1179 Capital Avenue, San Francisco, California 166 Madrone Avenue, San Francisco, California 1526 Francisco Street, San Francisco, 943 Lombard Street, San Francisco, California Capital Company, 625 Market Street, San Francisco, California (Bank of America, NTSA Alameda, California 2045 Clinton Avenue, Alameda, California -340 9 3 1 2 5 2 5 5 278 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 SHARES OWNED ADDRESS NAME: Muzzini, E. Myers, Owen J. Findal, Louise, Nagle, L. M. Nara, Louis Nare, Charles 0. 2223 Fillmore Street, San Francisco, Calif. 756 South Spring Street, Los Angeles, Calif. 2 1 1766 Oakdale Avenue, San Francisco, Calif. Pico La Cieneya Branch of Bank of America Los Angeles, California 1 1 Postoffice Box "R" Colma, California 5 Bank of America NTSA Budget Department #1 Powell Street, San Francisco, California Nare, Charles 0 and Derothy E. #1 Powell Street, Negri, Mario Charles, 2 8 4433 Kingwell Avenue, Hollywood, California 1 45 Santa Monica Way, Negro, Mario J. and Elizabeth T. San Francisco, California 460 Montgomery Street, San Francisco, Calif. Mill, C. Homer, Bank of America, San Jose, California Nelson, Arthur C. Bank of America NTSA Madera, California Selson, C. R. Postoffice Box 670, Euroka, California Nelson, Elmer W. #1 Powell Street, San Francisco, California Nelson, Fridolph 3. Nelson, Malcolm, Bank of America, Rio Vista, California 515 Vine Street, San Jose, California Nelson, Roy 0. 1435 Poplar Avenue, Fresno, California Newhall, Jack S. 7179 Santa Monica Blvd. Los Angeles, Calif. Newton, William N. 460 Montgomery Street, Sea Francisco, Calif. Nicholas, Ida Bank of America, Oakland Main office, Oakland, Nicholson, Garnet C. Nicholashin, George Nilson, Martha M. Niosi, Judy Nivoche, Eugenia M. Nolthenius, R. Nolthenius, R. and Dorothy 1 5 2 2 1 2 8 2 2 2 30 911 8th St. Sacramento, lifornia Bank of America, Pittsburg, California 2232 N. Point St., San Francisco, Calif. Bank of America N.T.S.A. Fresno, Calif. #1 Powell Street, San Francisco, Calif. 1 1 c Nichell, L. W. Niedrich, William F. Nielson, Elta Louise, Nielson, Julius B. 3 10 Apartment #3, 62 Oakes Blvd. San Leandro, 139 Wildwood Avenue, Piedmont, California 738 South New Hempshire, Los Angeles, Calif. 1125 Pearl Street, Alameda, California " 10 1 1 2 2 7 3 " 1 Norman, Maurice C. and Lola A. 464 Williams Drive, Los Angeles, Universal Pictures Co. Inc. Normanly, James P. Uni versal City, California Normanly, J. P. North, Roy O. Nowak, George A. 7 5 4 Bank of America, NTSA Susanville, California 6000 Halway St. Oakland, California Noyes, Charles & Margaret L. 148 North Stanley Drive, Beverly Hills =35e 1 5 279 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 NAME: ADDRESS SHARES OWNED Nuss, Williem H. Jr. Bank of America NT SA San Luis Obispo,Calif. 10 Oakey, J. M. Bank of America NTSA, San Bernardino, Calif. Oberti, John O'Brien, C. W. O'Brien, C. W. O'Connor, Benjamin J. 5 1402 Merced Street, Fresno, California 845 Linden Avenue, Burlingame, California 845 Linden Avenue, Burlingame, California 4 4 2 481 7th Street, Hollister, California 2 Bank of America Building, Stockton, Calif. 650 So. Spring Street, Loa Angeles, Calif. O'Connor, James E. Jr. Bank of America, Monterey, California O'Dea, Vincent, 2701 Darmby Drive, Oakland, California O'Donnell, J. W. Oehler, P.O. and Olivia G. Bank of America, Lincoln, California Bank of America NTSA 660 So. Spring St. L.A. Ogden, Ira C. 4th and Spring Streets, Los Angeles Ogden, Ira C. and Nellie A. O'Connor J. E. Jr. 1 2 6 3 5 2 1700 Meridian Avenue, South Pasadena, Calif. Ogilvie, Rufus and Katisue M. 618 Terrace Place, Whittier, Calif. 1101 Marin Avenue, Vallejo, California O'Hara, T. J. 5 1 Ogden, T. A. 9 10 5267 Fernside Blvd. Alameda, California Colma, California Olden R. L. and Beatrice J. 5 Ohlson, C. R. Cloese, Angeli Older, Chas. S. O'Leary, John P. Oliva, Bachesio J. Oliver, Clara, Olivero, C. P. Olson, Mildred Oltman, Merley O'Mears, Eugene L. 5 425 10th Street, Pase Robles, California Capital Co. 649 So. Olive, Los Angeles 149 Hancock Street, San Francisco Calif. 5 1 1 220 N. Main Street, Los Angeles, 1530 Chestnut St, San Francisco, Calif. 1 1 6 Bank of America NTSA Columbus Branch, S.F. Bank of America, San Jose, California 8179 Santa Monica Blvd. Los Anveles, Calif. 624 9th Avenue, San Francisco, California 1 1 10 Nyman, Mel R. 485 California St. San Francisco, California Forms 1099 $120) O'Neill, Robert F. Onsto, Albert P. Oneto, Giacomo, Oneto, Paul Oneto, Thomas C. Onorato, Joseph & Mary Ophuls, Carol L. Ord, Whitael 1002 Pine Street, San Francisco, Calif. 105 Franklin, Redwood City, California Angels Camp, California Angels Camp, California Bank of America NT94 Stookton, California 62 Oakwood, San Francisco, California 1 2 25 2 5 2 4 c/o Ernst Ophuls, #1 Powell St., San Francisco Bank of America, 57th and Broadway, Los Angeles, California -36- 2 280 PACIFIC COAST MORTGAGE COMPANY 485 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA Detail of stockholdings as at 12/20/1937 ADDRESS NAME: Oeman, Henry K. Orndorff, Rex W. SHARES OWNED 3053 Motor Avenue, Los Angeles, 2543 Palm Place, ,Huntington Park, 5 1 2897 University Ave. San Diego, Dalif. O'Shea, Peter R & Charlotte R. 485 California St. San Francisco Otten, Albert F. 1653 Santa Xney Street Ventura, Calif. Ottoboni, Bartholomew 854 Union St. San Francisco, Calif, 862 Union St. San Francisco, Calif. Ottoboni, Mary A. 1820 S. Fourth St. Alhambra, California Ouiy, Guy L. Bank of America, Santa Monica, California 2 Owen, Elmer, C. Bank of America, #1 Powell, San Francisco 4 Paganini, Robt. Osborn, W. C. 5 1 2 2 2 2 Paganin, Chas. Ma& Catherine, 1090 Cheetnut Street, Panaria, G. J. Paolini, Mary Pappani, Gene Pardini, Frank Parducci, Frank S. Parenti, Frank J. Jr. Parenti, Jacob P. Parker, Meredith Capital Co. 625 Market St. S.F. Route 8, Box 530, Fresno, California Bank of America, Gilroy, California 5 20 5 3 460 Bergenline Ave. Union City N.J. 7 1194 Sherman Avenue, Santa Clara, Cal. 5 1251 Hampshire St. San Francisco, Cal. 2178 E. 24th St. Oakland, California Assoc.Amer.Distributors, 485 California 1 1 30 Street, San Francisco, California Bank of America, Goleta, California Parma, C. B. 2604 E. First St. Long Beach, California Paraley, A. L. Paris, Edw. A. & Bernardina A. 801 Clement St. San Francisco, Cal.303 #1 Powell St. San Francisco, Calif. Partridge, C. P. 2 2 Partridge, Chas. P. . Bank of America NTSA 5 2330 Larkin St. San Francisco, Calif. Pasqualetti, G. B. Passalaoqua, Alma, 1250 Bayshore Blvde. San Francisco, Calif. North Beach Branch, Bank of America S.F. 2 Passanioi, Mani 129 Culebra Terrace, San Francisco, Cal. 10 Pastrone, Louis 50 1 Paterson, A.C. & Maud C. Patrisi, Ettore, Bank of America, N.T.S.A Les Angeles 10 118 Columbus Avenue, San Francisco, Cal. 50 Patterson, Claude L. and FeAs 6554 Brookton Ave.Riverside, Calif. 506 Hugo Street, San Francisco, Pattosien, Constance #1 Powell Street, San Francisco Erast Ophuls, (1099 $72.00) Pedenboy, Jack Jr. Assoo.Amer.Distributers Inc. 6 1 485 California St. San Francisco, Cal. 5 Pedreira, S. A. Pedretti, Ornerlo & Edith Bank of America NTSA, Merced, California 6 940 Mt Diable Avenue, San Mateo, Calif. 2 -37- 281 PACIFIC COAST MORTGAGE COMPANY 485 California Street San Francisco, California Detail of stock holdings as at 12-20-37 ADDRESS NAME PEEK, K. J. W. PEIRANO, Louis F. PELLEGRINI, Alexander PELLERANO, N. A. PENCEVICH, Ann PERASSO, A. R. PERASSO, M. L. PERAZZO, Edith PERAZZO, John O. PERAZZO, Louis PERAZZO, Lucy SHARES OWNED 1224 46th Avenue, San Francisco 301 E. Poplar St., Stockton,Cal. Bank of America N.T.& S.A., Columbus Brench, San Francisco 170 San Augustine St., San Jose,Cal. 2862 Union St., San Francisco 2250 Bay St., San Francisco 1 6 6 20 1 15 Bank of Amer. N.T.& S.A., UnionWebster Branch, San Francisco 1207 9th St., Alameda 814 S. Detroit St., Los Angeles Transamerica Corp., 44 Wall St., New York City, N.Y. 71 33rd St., North Bergen, N.J. 5 1 73 10 5 Room 1512, 61 Broadway, New York City 20 1830 Leavenworth, San Francisco 1236 Higueros St., San Luis Obispo, 10 PERRY, H. L. 2947 Franklin St., San Francisco Bank of Amer., N.T. & S.A., Whit- 10 PESCI, Fred J. I58 Alhambra, San Francisco PERERA, Lionello PERERA, Mario PERLITE, John H.B. PEROZZI, Louis M. PERRONE, Osea 23 Hotel Pierre, White Plains, N.Y. Calif. tier, Calif. PETERS, C.T. PETERS, Jerome D. 532 Terrace Ave., Fresno, Calif. Bank of America, Los Gatos, Calif. Bank of America, N.T. & S.A., Chico, PETERSON, Andrew 550 Montgomery, San Francisco PETER, Charles A. Jr. PETERSON, A.L. & Ruth A. PETERSON, RUdolph A. and Patricia PETRI, Angelo PETRI, Paul PFIEFFER, H. J. PHILLIPS, Monte PIAZZA, Jasper PIAZZA, Jasper Calif. 1584 Safford St., Fresno, Calif. 4143 Kerckhoff St., Fresno 901 Battery St., San Francisco 381 61st St., Oakland, Calif. Hollister, Calif. Webster St. Branch, Bank of America, Alameda, Calif. Bank of America, San Jose Bank of America, San Jose, Calif. 134 7th St., San Francisco PICCAULO, G. PICCAULO, J.A. and Ethel R. 3301 Foothill Blvd., Oakland, Cal. - 38 - 5 10 5 1 15 2 30 1 6 50 50 25 4 1 1 1 3 2 282 PACIFIC COAST MORTGAGE COMPANY Detail of stock holdings as at 12-20-37 PICETTI, Lawrence B. & Delia R. PICKEN, Emily PICKEN, Emily Kate PIERCE, Frank W. PIERSON, G. * PETERSON, Rudolph A. PINES, Frank PIRCI, W. J. V. PLACE, H. E. and Olga PLACE, Howard E. & Cecelia PLUMMER, Geo. PONCETTA, B. 274 Mallorea Way, S.F. Room 905, 485 Calif. St., S.F. 4328 Steele St., Oakland, Calif. 950 Russ Building, San Francisco 5 11 5 15 South First Street branch, Bank of America, San Jose 4143 Kerekhoff St., Fresno ($600) Calistoga, Calif. 2000 W. 7th Street, Los Angeles 458 Montgomery St., San Francisco Calif. Lands, Inc., 458 Montgomery Street, San Francisco #1 Powell Street, San Francisco Bank of America N.T. & S.A., 20th & Irving Branch, San Francisco 460 Montgomery Street, San Francisco POPHAM, Archie N. & Elsie E.161 Dolores St., San Francisco 1 5 5 2 4 1 10 5 PONSEFORD, A.L.A. POTTER, Ira POTTER, Ira H. POWELSON, H. A. PRAETZAL, H. E. PRAETZAL, H. E. & Olga C. PRIME, E. R. PRIOR, Allen A. PRIOR, Harold PRIOR, Roscoe M. PUCCINELLI, Robert L. PUCCINELLI, V.L. & Dora PUCCINI, Angela PUCCINI, Edward C. PULLIAM, Boy PUNNETT, Jack E. PURDY, J. A. QUILICI, Arturo QUINK, Chas. & Vera E. QUINN, A. W. #1 Powell Street, San Francisco #1 Powell Street, San Francisco 489 39th Ave. 1 7 8 2 Bank of America N.T. & S.A. 16th & Mission, San Francisco 4 Bank of America N.T. & S.A., 16th & Mission, San Francisco 2700 Lake St., San Francisco 404 Lowell Avenue, Palo Alto 6 25 1 Bank of America N.T. & S.A., Arcata, Calif. Ferndale, Calif. Bank of America N.T. & S.A. Los Banos 3120 Gough St., San Francisco 5285 Hudson Blvd. 3759 Fillmore St., Apt.#7, S.F. Bank of America, Modesto, Calif. Bank of America, Sausalito 3301 Waverly Drive, Los Angeles 1435 Alvarado Avenue, Burlingame 1050 Lake Street, San Francisco Bank of Amer. N.T. & S.A., Fresno 6 1 10 25 1 2 2 2 4 25 15 10 2 RAAP, Mary Louise RAAHAUGE, Gertrude E. 48 E. Broad St., Bethlehem, Pa. Foot of Georgia Street, Vallejo,Cal. - 39 - 10 283 PACIFIC COAST MORTGAGE COMPANY Detail of stock holdings as at 12-20-37 RABBETT, W. A. RADONICH, Matthew W. 206 Sansome St., San Francisco 25 2810 Gough St., Apt.10, San Francisco 1 RAFFO, Anthony & Alvina 11 LeRoy St., New York City, N.Y. RAGGIO, Giuseppi & Rosa 2145 Jones Street, San Francisco RAGGIO, J. RAGGIO, Jas. RAGNOV, Mario RAINE, B. F. #1 Powell St., San Francisco 893 Union St., San Francisco 1344 Chestnut St., San Francisco Bank of Amer., N.T. & S.A., 631 Market, RANNEY, C. S. RANSOM, Richard QUINN, Chas. 1030 Lake St., San Francisco ($360) RAAHAUGE, Robt. & Ger- trude E. RASSMUSSEN, F. N. RASSMUSSEN, J. RASSMUSSEN, R. H. RASSMUSSEN, R. H. RATTO, Alfredo RAVIZZA, Edward READ, P. C. READY, F. E. RECTOR, Edwin Merritt and Ruth W. RECTOR, Edwin Merritt and Ruth W. RECTOR, Gilbert James and Jessie M. REDDINGTON, 0. E. REED, Beatrice E. & Catherine E. REICH, H. F. REID, A. G. RETMER, Wayne REINHARD, S. E. 50 10 6 10 6 2 709 Alameda St., Vallejo, Calif. ($120) Ferndale, Calif. Bank of America, Lodi, Calif. Bank of Amer.N.T. & S.A., Reedley,Calif. Bank of America, Reedley, Calif. 10 3 5 1 374 30th Street, San Francisco Bank of America, Point Reyes, Calif. 550 Montgomery St., San Francisco Bank of Ameráca N.T. & S.A., AllendaleHopkins Branch, Oakland, Calif. 5 1 20 10 Nevada City, Calif. Bank of Am. N.T. & S.A., Nevada City,Cal. Grass Valley, Calif. 550 Montgomery St., c/o Auditing Dept., San Francisco, Calif. 167 Guerrero St., San Francisco 848 Divisadero St., Fresno Bank of America, N. T. & S. A., 12th & Broadway, Oakland, Calif. REILLY, Robert J. 10 San Francisco Bank of Amer. N.T. & S.A., Main Office, Pasadena, Calif. Bank of Amer.N.T. & S.A., San Diego,Cal. 2015 Tulare St., Fresno RANDALL, Jay E. 5 2 609 19th Avenue, San Francisco 485 California St., San Francisco 1030 Ashmount Avenue, Oakland, Calif. - 40 - 5 5 10 2 1 1 5 1 2 5 284 PACIFIC COAST MORTGAGE COMPANY Detail of stock holdings as at 12-20-37 REINHARDT, J. W. RENARD, Joseph RENZ, C. Fred REYNOLDS, Arthur REMOODS, R. S. REA, Marie RHODES, Hoyt RIANDA, E. RICE, E. B. RICHARDS, V. C. RICIOLI, Walter A. and Genevieve C. RIEDEL, R. R. RICHETTI, R. RENDE, Oley RINTALA, Eino J. RIORDAN, J. I. RISI, A. RISLEY, Eleanor RISLEY, Thomas E. RISSO, Frank F. RISSO, Roland RIVAS, Mary RIZZO, N. L. Jr. ROBERTSON, Chafees A. ROBELLARD, Archie J. ROBINSON, Charles E. ROBINSON, J. B. Gridley, Calif. Half Moon Bay, California Rt.3, Box 894, Santa Cruz, Calif. Bank of Amer., N.T. & S.A., headquart- ers office, San Francisco, Calif. 875 46th Avenue, San Francisco Box 642, La Jolla, California San Jose Main office, Bank of America, San Jose, Calif. King City, Calif. #1 Powell Street, San Francisco 418 8th Street, Petaluma, Calif. Bank of Amer. N.T. & S.A., Newhall,Calif 1000 D Street, Petaluma, Calif. 5081 67th Street, San Diego, Calif. 2333 Curtis Street , Berkeley, Calif. #1 Powell St., B of A. N.T. & S.A., S.F. North Beach Branch, B.of A., San Francisco 1933 Fresno Street, Fresno, Calif. 1933 Fresno St., Fresno 460 Montgomery St., San Francisco 604 Concord Way, Burlingame 2 1 2 3 1 2 5 7 10 1 3 35 1 4 16 75 4 4 5 101 St.Elmo Way, San Francisco Bank of America, Centerville, Calif. P.O. Box 35, Centerville, Calif. 318 Irva Street, Redwood City, Calif. 368 Alameda Street, Altadena, Calif. 236 Fulton St., San Francisco #1 Powell St., San Francisco Box 444, Paso Robles, Calif. 75 5 15 10 2 3 9 1 1 1640 Kirkland St., Apt.20, San Francisco Ethel B. ROSSELLI, Louis & Esther 62 Rome Street, San Francisco ROSE, Geo. F. 20 2 Calistoga, Calif. RONEY, Edgar M. and 7 1051 Arthur Avenue, Fresno, Calif. Bank of America, Santa Rosa, Calif. 10 1850 Arch St., Berkeley, Calif. 660 S. Spring Street, Los Angeles, Calif. 10 Bank of America, 7th & Olive, Los Angeles Bank of America, 1 Powell St., San Francisco 10 10 ROCHE, Michael K J. and Margaret M. RONSONI, Mary 1 631 Edna Street, San Francisco ROCCA, Andrew ROCERICK, Geo. S. RODERICK, Geo. S. and Hazel F. ROLFES, Anna & Leona A. ROLLE, Joseph D. ROLLERI, Emanuel ROMERO, Florence 7 Bank of America main office, Oakland, Cal. - 41 - 2 2 285 PACIFIC COAST MORTGAGE COMPANY Details of stock holdings as at 12-20-37 ROSENBERG, Ira H. ROSENBERG, Joseph H. ROSMAN, George ROSS, Jack M. ROSS, Robert T. ROSSI, Calvin F. ROSSI, Louis M. ROST, Walter R. ROTH, Betty and Nan E. ROWRAY, J. B. ROWRAY, J. F. RUCKER, Km.W. & Jennie RUBSTALLER, Maude RUMPF, ANNA M. RUPLE, R.E. & Adeline H. RUSSELL, Howard RUTHERDALE, John W. RUSSELL, J. H. RUSSO, August J. RUTHERFORD, Jessie A. RYAN, Agnes E. RYAN, E. J. RYAN, E. N. RYAN, Eugene J. RYAN, Marc Healdsburg, Calif. 1415 Spruce St., S.Pasadena, Calif. Bank of America, Los Angeles, Calif. 248 Palm Drive, Piedmont, Calif. Capital Company, Los Angeles, Calif. Harbor Branch, Bank of America, S.F. 50 4 2 2 Saoramento Northern Ry., Sacramento, Cal. 2 84 Villa Street, Salinas, Calif. 1700 LeRoy, Berkeley, Calif. Route 3, Box 266, Sebastopol, Calif. P.O. Box 476, Euroka, Calif. 621 W. 188th St., New York City 1250 San Carlos Ave., San Carlos, Calif. Bank of America, Sunnyvale, Calif. 1358 Mariposa Ave., San Jose, Calif. c/o W.L.Andrews, 3541 Broderick, S.F. 591 18th Ave., San Francisco 5 7 1 3 1 1 1 3 13 2 Bank of America, Melrose & Bronson, LosAngehes 2 3929 Melrose Street, Los Angeles 7519 LaSalle St., Los Angeles Bank of America, San Diego, Calif. SATA, Joseph A. SALA, Anthony SALINBER, Herbert H. SALX, Elma C. SALX, Otto F. 1019 Fillmore St., San Francisco SBARBORO, A. E. 1 12th & I Streets, Sacremento, Calif. Bank of America, 220 N. Main, Los Angeles SASSER, Elsie H. SAUER, Carl W. SAYLES, Florence SAYLOR, Ruth E. 4 3260 Liberty Avenue, Alameda, Calif. SAAVEDRA, Edward A. SASSELL, John 4 4 507 20th Avenue, San Francisco Bank of America, Beverly Hills, Calif. SANGUINETTI, Attilio & Annisiata 25 Marysville, Calif. RYAN, Robert L. SANDROCK. F. L. AK SANDBORN, Klmer J. 4 717 W. Willow St., Stockton, Calif. 485 Calif. St., San Francisco Bank of America, 7th & Olive, Los Angeles 5310 Rimpon Blvd., Los Angeles Bank of America, Woodland, Calif. 201 Powell Ave., Healdsburg, Calif. 1100 Union Street, San Francisco Room 500, 25 Market Street, San Francisco Bank of America, Vallejo, Calif. 445 Winnifred St., Fort Bregg, Calif. 1907 Center St., Berkeley, Calif. 344 Euclid, Santa Monica, Calif. Bank of America, fl Powell, San Francisco - 42 - 1 4 5 4 2 2 20 10 1 3 2 4 50 5 2 1 1 1 25 286 PACIFIC COAST MORTGAGE COMPANY Stock holdings as at 12-20-37 SBRANA, L. SCALES, Henry H. SCHMANINI, G. 34 Wewona Street, San Francisco 10 801 Clements St., San Francisco 541 Davis St., San Francisco 4 10 346 Columbus Avenue, San Francisco SCARDIOLI, Nathan & Mary 1435 Bay St., Apt.1, San Francisco 50 SCANNAVINO, John A. SCATENA, Flora SCATENA, Francisco SCHAAR, Harry SCHILLIG, Elise M. SCHILLING, G. D. SCHILTER, Elizabeth SCHLICTEN, G. Wm. Jr. SCHMIDT, Julius C. SCHNEIDER, W. J. 2 56 33rd St., North Bergen, New Jersey 2157 Greenwich St., San Francisco 2363 E. Olympic Blvd., Los Angeles 1517 Burlingame Ave., Burlingane, Calif. #1 Powell St., San Francisco 123 E. Taylor St., San Jose, Calif. SCHULLKRBS, Clara SCHULLERTS, Clara SCHULTZ, Emilie SHHURMAN, Joseph SCHURR, Mary C. Bank of America,, Brawley, Calif. 4 Bank of America, #1 Powell, San Francisco 1 815 E. Main St., Danville, Illinois 1218 34th Ave., Oakland, Calif. 1218 34th Sk.Ave., Oakland, Calif. 1 1 161 Washington St., San Francisco 3 Exchange Place, Santa Rosa, Calif. 7 2 17 SCHNARTZ, Helen Bank of America, 660 S.Spring, Los Angeles and Louise SEELINGER, John SEGALI, Edward 121 S. Lincoln St., Manteca, Calif. Install C. Dept., Bank of America, LosAngeles 550 Montgomery St., San Francisco 124 Northwest First Ave., Visalia, Calif. Bank of America, 631 Market, San Francisco 162 S. Hayworth St., Los Angeles 460 Montgomery St., San Francisco 4834 19th St., San Francisco 217 25th Ave., San Francisco Route 1, Box 28, Calif.Saugus SEIFERD, Fred J. SEITZ, Francis F. and Marie F. 105 Locust Ave., Mill Valley, Calif. SELZER, Max M. SEMENZA, Albert J. 9 540 1424 Chestnut St., San Francisco 606 Butler Bldg., San Francisco SELLAND, A. L. 15 12 485 California St., San Francisco ($360) 485 California St., San Francisco ($500) SEDGWICK, W. Gordon 35 2 SCAMPAMI, A. J. SCAMPLANI, Angelo J. SEALE, Margaret SEATON, Robert P. 3 5 458 Montgomery St., San Francisco 460 Montgomery St., San Francisco SCHUTZ, Murray A. & Co. Russ Building, San Francisco SCHWARTZ, Leon C. SCOTT, E. M. SCOTT, L. H. SCOTT, W. A. SCULLEY, George B. SCABOLD, Frank 10 2 SCHNUTENHANS, Albert R. Route 3, Box 766, San Jose, Calif. SCHROEDER, Helen M. 15 650 Weldon Ave., Fresno, Calif. P.O. Box 206, San Francisco 124 Varemos St., San Francisco - 43 - 2 10 5 2 2 3 5 1 2 15 5 4 10 5 10 5 5 287 PACIFIC COAST MORTGAGE COMPANY Stock holdings as at 12-20-37 SETARO, Henrietta SEVIER, Florence SCHEIZA, E. Jr. SHAFFER, Lauren C. SHARP, Thomas E. SHATTUCK, F. E. SHEA, Gertrdue SHEEAN, James St.Claif SHELBY, Wallace E. SHEEDY, Lela B. SHEPARD, E. D. SHERMAN, Hugh SHIELDS, F. W. SHOOK, Emery A. SHULZE, Iyone E. SHUMATE, Demma SILLANO, Alfred SILLANO, Frank SILVEY, W. T. 118 Columbus Ave., San Francisco 424 Muirfield Road, Los Angeles Solded, Calif. Bank of America, Garfield & Main, Alhambra, California 1100 F Avenue, Coronado, Calif. 1088 Gaviota Avenue, Long Beach, Calif. 665 Pine St., San Francisco 1501 Forest View Ave., Burlingame, Calif. 1760 62nd St., Berkeley, Calif. 1431 Floribunda Ave., Burlingeme, Calif. Bank of America, S.First St., San Jose, Cal. 5 5 1 2 50 1 5 5 1 5 5 5632 Wentworth Ave., Oakland, Calif. Bank of America, Santa Maria, Calif. 521 S. St., Corning, California 1 5 27 Bank of America, Harbor Branch, San Francis. 1 376 Pine St., San Francisco 46 West Street, Healdsburg, Calif. 46 West Street, Healdsburg, Calif. 5 2 6 4 Day-Night Branch, Bank of America, S.F. 3755 Divisadero St., San Francisco 1455 Fourth St., Santa Monica, Calif. SIMPSON, Ethel F. 485 California St., San Francisco SIMPSON, Mel. J. SIMPSON, Mel J. & Mary J. 485 California Street, San Francisco SIMS, Winfred A. & Harriett 516 Kaweah Ave., Visalia, Calif. SINCLAIR, D.D. & Ritta J. R.F.D. #1, Box 16, Sebastonol, Calif. Bank of America, Long Beach, Calif. SINCLAIR, F. W. 1 SIMAS, E. E. & Ella V. SINGLETON, John & Elizabeth Jane SINGLETON, Walter J. SIVERSON, A. O. SKELTON, Edgar SMALL, Frederick A. SMALL, Katherine A. SMETHERS, T. C. SMILEY, Robert S. SMITH, C. L. SMITH, Clarence S. SMITH, Doris 2806 Bellaire Place, Oakland, Calif. 5501 Grove Street, Oakland, Calif. Norwalk, California 1145 N. Edgempt St., Los Angeles, Calif. 44 Bellevue Ave., Piedmont, Calif. 44 Bellevue Ave., Piedmont, Calif. Oakdale, California 376 Pine Street, San Francisco 1302 Marsh St., San Luis Obispo, Calif. 2518 27th St., Sacramento, Calif. Assoc. Amer. Distributors, 418 Bank of America Bldg., Oakland, Calif. SMITH, Elbert M. & Mary C. 1717 Jones Street, San Francisco SMITH, George T. SMITH, Greta M. SMITH, H. H. SMITH, Harrol R. 1033 Trestle Glen Road, Oakland, Calif. c/o Dr. James F. Smith, Route 1, Box 367, Los Altos, Calif. 3324 Broderick St., San Francisco A Powell Street, San Francisco - 44 - 1 5 10 21 2 2 2 5 2 1 5 5 10 5 1 5 2 9 3 35 25 2 288 PACIFIC COAST MORTGAGE COMPANY Stock holdings as at 12-20-37 SMITH, Herman E. SMITH, H. R. SMITH, Loren E. SMITH, L. M. SMITH, Phyllis SMITH, Phyllis B. SMITH, P. T. SMITH, R. G. SMITH, Sprague SMITH, Thos. L. SMITH, Wallace B. SMITH, Wilmot T. SMITH, Wm. N. SMITH, Wm. N. SNIDER, Marvin S. SNOW, Walter E. & Edythe SNOWGRASS, Robert V. SODERHOIM, Hildur SODINI, A. F. SOLARI, George SOLARI, T. R. SMITH, Charles J. SOLERI, Eraldo SORASIO, James SOUZA, J. P. SOUSA, John P. SOWLES, Janet SPEER, J. W. SPELIMIRE, B. L. SPENCE, J. W. SPENDER, Marie SPENSLEY, Robert B. SPOERKE, Frederic SPURRIER, A. H. & Jeannetto F. SQUIRES, Bernard C. STALLONE, Antionette 2433 Spaulding St., Berkeley, Calif. 41 Powell Street, San Francisco 315 Lobos Avenue, Pacific Grove, Calif. 901 South Main Street, Los Angeles Soledad, California Room 905, 485 California St., San Francisco Yuba City, California #1 Powell Street, San Francisco 915 Edinburgh Road, San Mateo, Calif. 1302 Marsh St., San Luis Obispo, Calif. 490 Post Street, San Francisco Bank of America, San Bernardino, Calif. Elk Grove, California Elk Grove, California Bank of America, Indio, California 550 Montgomery Street, San Francisco 187 15th Avenue, San Francisco Bank of America, Berkeley, California Bank of America, Polk & Van Ness, S. F. International Banking Dept., 485 California Street, San Francisco Bank of America, San Jose, California Bank of America, Santa Cruz, Calif. Colma, California Bank of America, Santa Clara, Calif. Box 1545 R.F.D., Santa Clara, Calif. 545 Aplington Avenue, Berkeley, Calif. Bank of America, Berkeley, Calif. 650 S. Spring Street, Los Angeles 1425 Taylor Street, San Francisco 433 Lincoln Avenue, Long Beach, Calif. 7179 Santa Monica Blvd., Hollywood, Calif. Bank of America, Isleton, Calif. #1 Powell Street, San Francisco Bank of America, Healdsburg, Calif. 1325 Solano Avenue, Albany, Calif. Larkspur, California STANLEY, Edward J. & Josephine M. STANLEY, George H. & S 5 Santa Ana Avenue, San Francisco STANTON, Hal 5 2 10 12 3 10 50 2 1 15 5 1 2 3 2 1 1 3 25 2 601 24th Avenue, San Francisco ($240) STAMER, Carl Zelda M. 1 2 15 5 2 1 1 1 4 1 2 4 1 1 2 25 4 Bank of America, central office, S. F. 1776 N. Vermont Avenue, Los Angeles - 45 - 1 4 289 PACIFIC COAST MORTGAGE COMPANY Stock holdings as at 12-20-37 STARRY, Nicholas M. STAUFFER, Palmer R. STEEL, Barbara STEFANI, Ann STEFANI, Helen M. STEFANI, James & Edith H. STEFANI, Joseph & Lina STEVENOT, F. G. STEVENS, Glenn C. STEVENSON, Eleanor STEWART, A. 0. STEWART, G. H. STEWART, G. J. STEWART, James P. & Helen STEWART, J. P. STEWART, Roy V. STEWART, W. M. STILLINGS, Stella H. STKLIWELL, C. A. STINTON, A. J. STODDARD, Harry E. STOREMER, Grace S. STAMER, Earl STOCK, L. J. STONE, Galyn D. STON, G. E. STUART, Antionette STUART, Theodore M. STURLA, Dorothy SUGAR, Carl SULLIVAN, Agnes L. & John SULLIVAN, Celestine J. SULLIVAN, William A. SUND, Alfred 0. SUYDAM, Margaret E. 808 Villa Avenue, San Jose, Calif. 617-D S. Columbus, Glendale, Calif. Bank of America, Berkeley, California Bank of America, Merced 617 Madisa St., Santa Rosa, Calif. 620 Madison Street, Santa Rosa, Calif. 126 Post Street, San Francisco 162 Alhambra St., Los Angeles Capital Company, 649 S. Olive, Los Angeles 1675 Euclid Avenue, Berkeley, Calif. 400 Sansome Street, San Francisco Arroyo Grande, California 550 Montgomery Street, San Francisco Bank of America, San Diego, California Bank of America, San Diego, California Bank of America, Eureka, California Bank of America &th & Olive, Los Angeles 1701 P Street, Sacremento, California Bank of America, Yuba City, California Bank of America, Pomona, California Bank of America, Dwight Way, Berkeley, Cal. Bank of America, 7th & Olive, Los Angeles Larkspur, Calif. Salary $8333.33 2917 Victoria, Los Angeles ($180) Bank of Amer., San Luis Obispo, Calif. Bank of America, Bakersfield, California 327 Fairfax Avenue, San Mateo, Calif. 950 Russ Building, San Francisco #1 Powell Street, San Francisco 1100 Green Street, Glendale, Calif. 525 Hearst Avenue, San Francisco 909 Hyde Street, San Francisco Insurance Dept., Olympia, Washington 3714 Baneroft St., San Diego, Calif. 485 California St., San Francisco SWEENEY, Rose M. & W.J.Jr. 301 Justin Drive, San Francisco SWEET, Evan H. SWENSON, H. M. SWENSON, Mabel SWIFT, Phil Bank of America, 7th & Spring, Los Angeles P.O. Box 21, Vacaville, Calif. 541 Russ Building, San Francisco 1 2 1 2 1 2 5 10 2 1 375 3 5 1 10 2 2 1 4 5 2 7 1 2 20 50 3 10 2 10 20 1 1 1 2 1 2 2 Bank of America, 16th & Mission, S. F. 2 TALLARICO, J. R. TANNER, Henry J. 1764 Excelsior Ave., Oakland, Calif. 26 Scenic Avenue, San Anselmo, Calif. - 46 - 4 290 PACIFIC COAST MORTGAGE COMPANY Stock holdings as at 12-20-37 TARANTINO, Peter I. TARANTINO, Rose TAVERNA, J. J. TAYLOR, Charles E. 2421 Franklin St., San Francisco 2421 Franklin Street, San Francisco Bank of America, San Diego, Calif. 450 Sutter St., San Francisco 5 20 5 10 TAYLOR Douglas L. & Beth G.3875 Ruby Street, Oakland, Calif. 2440 23rd Avenue, San Francisco TAYLOR, H. 0. TAYLOR, H. F. TAYLOR, Harold F. TERRILE, Louis THIERCOF, E. W. THOMAS, George O. THOMAS, Geo. 0. & Anna E. THOMPSON, Chas. A. THOMPSON, Charles A. THOMPSON, Evelyn THOMPSON, Ralph L. THOMPSON, Ralph L. THOMPSON, Roy F. THOMSON, James R. and Los Banos, California 412 Bank of America Bldg., Oakland, Calif. 412 Bank of America Bldg., Oakland, Calif. City Hall, Santa Clara, Calif. City Hall, Santa Clara, Calif. 631 Market Street, San Francisco Foothill Boulevard, 7335, Oakland, Calif. Bank of America, Berkeley, California 631 Market Street, San Francisco THORNTON, John T. 109 Renada Avenue, Piedmont, Calif. TILDEN, Charles Li. Jr. TILTON, Edna M. TIMI, Albert G. TITUS, R. E. TOCALINO, George L. TOCALINO, Geo. Vacaville, Calif. Santa Rosa, California 420 Market Street, San Francisco 4023 W. 6th St., Los Angeles Bank of America, Oakland, Calif. #1 Powell Street, San Francisco Bank of America, 29th & Mission, S. F. 6794 Mission St., Daly City, California TOGNELLI, Emily Picken Room 905, 485 California St., San Francisco TOGNELLI, Iven TOGNI, Emilio TOKOLA, W. A. 3056 Gough Street, San Francisco TONGISH, Ernest J. TOOBY, E. N. TOOBY, Frank H. TOOKEY, C. H. TOOMEY, Marg. & Eliz. TORRANCE, P. A. TOWNSEND, 0. E. TOZZI, Egisto TRAMUTOLO, Chauncey 1 Bank of America, Indio, California 912 S. New Hampshire Ave., Los Angeles THORNTON, Amy THURBER, Edw.R & Millicent THURLOW, Dr. A. A. 3 Day-Night branch, Bank of America, S. F. Bank of America, Azusa, California P.O.Box 155, Azusa, California 1458 Madison Street, Oakland, Calif. Katherine THOMSON, James R. & Kath. 2 Bank of America, Soledad, Calif. 458 Montgomery Street, San Francisco Bank of America, Westwood Br., Los Angeles Bank of America, Eureka, California Box 38, Eureka, Calif. 756 S. Spring St., Los Angeles 625 Franklin St., Santa Clara, Calif. Bank of America, Hayes Valley Br., S. F. #1 Powell Street, San Francisco San Pablo, California 704 Alexander Building, San Francisco - 47 - 1 30 10 1 9 3 5 2 2 3 2 5 5 5 10 10 10 10 4 1 2 3 1 4 6 1 5 2 5 5 5 1 1 5 10 20 291 PACIFIC COAST MORTGAGE COMPANY Stock holdings as at 12-20-37 TRAVERSARO, Eva TROSAK, Marie A. TUMETTY, Reginald TUREK, Rudolph S. TURLACE, Frank A. TURNER, 0. A. TURRENTINE, Julian A. TVEDE, R. M. TWOMEY, A. M. TYNAN, Clarence TYNAN, Clarence TYNAN, L. M. TYSSEE, Arnold M. UPDEGRAPH, J. G. URSENBACH, Grant VALENTI, James VALLE, Naldo J. VALPERGA, Louis VALPERGA, Louis VANCE, Dorothy VAN CLEVE, Harvey VANDENBERG, B. F. Jr. VANDERSLICE, Celeste VANDERSLICE, Milton VAN LUVEN, Earl F. VAN NESS, Francis Eugene VANNUCCI, Alfredo & Rose VAN WINKLE, Walton VAN WINKLE, Walton VASCONCELLOS, R. K. VASQUEZ, J. F. VAUGHN, D. T. Sr. VAUGHN, E. I. VERGA, Ethel VERGES, Eugenie VERGEZ, Henry VERMEIL, Stanley VESEY, Henry VIALE, Lorenzo 130 Kingston Street, San Francisco 2 Bank of America, 485 Calif. St., S. F. 2 Bank of America, Hunter Sq.,Stockton,Cal. Bank of America #1 Powell, San Francisco 1220 N. Wiloox Avenue, Los Angeles Bank of America, Merced, California 1465 5th San Francisco 485 California Street, San Francisco 5 3 1 2 2 2 1362 16th Avenue, San Francisco Jeffrey Hotel, Salinas, Calif. Tynan Lumber Co., Salinas, California 35 Carmel Avenue, Salinas, California 2414 Merton Ave. Bank of America, 12th & Broadway, Oakland 159 West 71st Street, Los Angeles Angel's Camp, Calif. Bank of America, San Jose, Calif. 5 5 5 5 2 1 1 10 2 Bank of America, International office, L.A. 10 220 North Main St., Los Angeles Bank of America, 6th & Spring, Los Angeles 1403 11th Avenue, Oakland, Calif. Bank of America, Sacramento, Calif. Box z, Walnut Creek, California Walnut Creek, California P.O.Box 247, Colton, California Transit Dept, 550 Montgomery, San Francisco 2055-B Powell Street, San Francisco Bank of America, Fresno, Calif. Bank of America, Merced, California 1375 Singletary Ave., San Jose, Calif. Pittsburg, Calif. 110 Stratford, St., Redwood City, Calif: Bank of America, head office, Los Angeles 3412 Scott Street, San Francisco Bank of America, 108 Sutter, San Francisco 951 Rose Avenue, Oakland, Calif. 845 Highland Avenue, San Mateo, Calif. 3875 Ruby Street, Oakland, Calif. 1 Lee Avenue, San Francisco - 48 - 6 1 1 10 15 35 15 1 2 1 4 1 2 1 2 6 5 2 2 2 4 292 PACIFIC COAST MORTGAGE COMPANY Stock holdings as of 12-20-37 VIGLIZZO, E. J. & Rose VINCI, Luigi VISCARRA, Orlandina VOLCAN, Carmella VON DER MEHDEN, R. J. VON TAGEN, Vera VOORHEES, P. W. voss, Geo. H. VRBA, J. F. W. WACKER, Louis L. WAGELE, August F. & D.M. WAGNER, Robert R. WAKEFIELD, E. W. WALDEN, Crane & M.Chesbro WALKER, Harry V. WALKER, Harry v. WALKER, Marie WALLACE, Max R. WALLACE, W. L. WALSH, MEna ,MaryRose & Gertrude WALSH, Patrick F. WALSTON, V. C. WALTER, Rose WALTERS, A. B. WALTERS, E. A. & Ouida B. WALTERS, Edward A, Ouida WALTHALL, Gertrude W. WANGAN, John J. WARBURTON, James A. & Jes- sie B. WARD, W. E. WARFIELD, George H. WARNER, Marjorie H. & C.B. WARNER, Wm. N. WARREN, Chester A.& Penrl WARREN, Joseph WARSON, John WASSON, J. A. WATKINS, Glen A. #1 Powell Street, San Francisco 460 Montgomery Street, San Francisco 310 Virginia Ave., San Mateo, Calif. #1 Powell Street, San Francisco Bank of America, Market & Geary, S. F. 1260 Hawthorne St., Alameda, Calif. R.D. #3, Box 57-A, Santa Cruz, Calif. Lakeport, California Wasco, California Bank of America, Yreka, California Bank of America, Fresno, California 323 East Weber Ave., Stockton, Calif. #1 Powell Street, San Francisco 360 Walnut Ave., Santa Cruz, Calif. 2 3 6 2 20 4 2 4 2 5 2 1 2 5 Bank of America, Manchester Heights branch, Los Angeles 8600 S. Vermont St., Los Angeles 3420 Mission St., Apt.#2, San Francisco 6908 Arbutus Ave., Huntington Park, Calif. 376 Pine Street, S. F. 737 Slater Street, Santa Rosa, Calif. 3301 Foothill Boulevard, Oakland 1553 Francisco Street, San Francisco 651 29th Avenue, San Francisco 4306 N.E. 32nd, Portland, Oregon 2827 Kelsey Street, Berkeley, Calif. 2827 Kelsey Street, Berkeley, Calif. 715 Terrace Avenue, Fresno, Calif. Calistoga, California 1 1 1 1 20 2 1 50 10 2 10 10 2 2 5 205 3rd Avenue, San Mateo, California 485 California Street, San Francisco Healdsburg, California 473 North Street, Oakland, California 1676 Crow Canyon, Hayward, Calif. Bank of America, Santa Ana, California 1418 Barrows Road, Oakland, Calif. Bank of America, Fresno, California Box 241, Pleasanton, California 7th & Olive Streets, Los Angeles - 49 - 1 5 1 1 4 1 2 1 10 293 PACIFIC COAST MORTGAGE COMPANY Stock holdings as of 12-20-37 WATSON, R. E. WATSON, R. W. & May WATSON, F. W. WATSON, W. D. WATTS, J. B. & Genevieve WEBER, Mildred L. WEBSTER, Raymond B. WEBSTER, WM. & Marguerite Rhodes WEICHERT, Hartley G. and ,argaret WEIMER, Gale WELLMAN, H. J. WELLMUTH, H. T. WELLS, Thomas L. and Hazelle F. WELLS, W. WENGEN, Aaron WENTE, C. F. WENWORTH, Guy E. WESSEL, Paul C. WEST, Gilvo C. WEST COAST SECURITIES CO. 485 California St., San Francisco 17 Bank of America, Los Angeles 10 2662 67th Avenue, Oakland, Calif. 2 Bank of America, Bakersfield, Calif. 143 Mission Street, Santa Cruz, Calif. 5 8 Bank of America, 60 S.Broadway, L. A. 1 1846 Holmy Avenue, Los Angeles 1 806 Sausalito Blvd., Sausalito, Calif. 2 Morgan Hill, California 4 3819 Flower Drive, Apt:/202, Los Angeles 1801 S. Brand Blvd., Glendale, Calif. 7220 Dalton, Los Angeles 1310 West Flora Street, Stockton, Calif. 90 Bernard Street, San Francisco 515 Keeler Street, Petaluma, Calif. Central Bank, Oakland, California Placerville, California 1449 Bellevue Ave., Burlingame, Calif 2850 24th Street, San Francisco 206 Sensome Street, San Francisco WESTERN LAND SECURITIES CO.206 Sansome Street, San Francisco 2590 15th Avenue, San Francisco ($350) WALSTON, V.C. & Nella - 50 - 1 1 1 2 10 1 20 2 6 1 571 80 294 PACIFIC COAST MORTGAGE CO. 485 California Street Detail of stockholdings as at 12-20-1937 Address Name Westphal, L. M. Westphal, Minnie Shares Owned 839 Oaks St., Colusa, Cal. Colusa, Cal. Bank of America, Colusa, Cal. Westphal, Minnie Waltz 2716 Russell St., Berkeley Cal. Whelan, Evelyn M. #1 Powell St., San Francisco, Cal. Whaley, Geo. D. Wheaton, G. A. 2258 Eline Oak, Temple City, Cal. #1 Powell St., San Francisco, Cal. Whipple, Howard Whitaker, D. #1 Powell St., San Francisco, Cal. White, Charles Hill & Bertha I. #1 Powell St., San Francisco, Cal. White, Clyde N. 660 Market St., San Francisco, Cal. White, Edw. H. Room 808, 550 Montgomery Street, San Francisco, Cal. White, H. B. White, Henry C. P.O. Box 86, Centerville, Cal. White, Herbert E. White, Herbert E. White, W. J. Whitney, Isabelle Violet Wholey, Wm. N. Bank of America, West Santa Barbara Br., Los Angeles, Cal. Bank of America Bldg., Saoramento, Cal. 8th & J Streets, Sacramento, Cal. 307 Bank of America Bldg., Visalia, Cal. P.O. Box 523, Carmel, Cal. Bank of America Inspection Dept., 550 Montgomery St., San Francisco, Cal. Wiens, Thos A. Wiesner, Louise M. Wild, Richard W. Wild, Richard W. & Sue C. Morgan Hill, Cal. 462 Eureka St., San Francisco, Cal. 485 California St., San Francisco, Cal. Bank of America Co., 485 California St., San Francisco, Cal. 130 Cole St., San Francisco, Cal. Wilkinson, Harold L. & Margie M. 4018 Broadway, Oakland, Cal. Williams, Hal H. Bank of America, Fresno, Cal. Wilken, Almo O. Williams, J. M. Williams, P. R. Bank of America, Long Beach, Cal. Willis, E. C. Willits, C. N. Wilms, Earl Wilms, Martin Wilms, Sadie Wilsey, Earl P. & Goldie Wilson, Andrew H. Wilson, R. E. Wilson, Robert J. Wilson, S. N. Wirts, Adeline A. Wobber, Wm. Wolf, K. M. 5 10 1 2 2 5 3 2 5 25 3 6 25 10 1 5 10 1 1 1 5 4 1 2 6 Bank of America, Los Angeles Main Office, Los Angeles, Cal. Williams, W. R. Williamson, E. T. Williamson, G. Randolph 10 865 So. Holt Ave., Los Angeles, Cal. Chico, Cal. P.O. Box 1631, San Diego, Cal. 16384 East 14th St., San Leandro, Cal. 10445 Ashton Ave., Los Angeles, Cal. 198 Elverano Way, San Francisco, Cal. 198 Elverano Way, San Francisco, Cal. 198 Elverano Way, San Francisco, Cal. 705 E1 Camino Real, Burlingame, Cal. 655 Hyde St., San Francisco, Cal. 5040 Eagle Rock Blvd., Eagle Rock, Cal. 429 Henderson St., Grass Valley, Cal. 1252 Bernal Ave., Burlingame, Cal. 39 Napier Ave., Oakland, Cal. 412 Jessie St., San Francisco, Cal. Stock Transfer Dept., 550 Montgomery St., San Francisco, Cal. - 51 - 50 50 10 1 7 1 2 5 25 1 3 1 1 5 1 10 10 295 PACIFIC COAST MORTGAGE CO. 485 California St. Detail of stockholdings as at 12-20-1937 Wood, Howard B. Wood, John F. Wood, Will C. & Agnes K. Wood, Willsie W. Woodard, H. W. Woodbridge, D. B. Woodruff, E. D. Woodward, L. N. Wooten, D. M. Woxberg, Stanley Wraith, W. H. Wright, A. B. Wright, C. W. Wright, Christina E. & Roberta A. 5 3 0/0 Day and Nite Br., Bank of America, San Francisco, Cal. 450 Sutter St., San Francisco, Cal. 4 10 Box E, Westwood, Cal. 112 Wildwood Gardens, Piedmont, Cal. 112 Wildwood Gardens, Piedmont, Cal. 4 9 1 o/o Bank of America, 7th and Olive, Los Angeles, Cal. 10 Pomona, Cal. 4 California Lands, Inc., 456 Montgomery St., San Francisco, Cal. Bank of America, Los Angeles, Cal. Box 1649, Stockton, Cal. Box 72, Hilmar, Cal. 485 California St., San Francisco, Cal. 0/0 Bank of America, 550 Montgomery St., San Francisco, Cal. 248 Florence Ave., Oakland, Cal. 1624 Auseon Ave., Oakland, Cal. 494 E. Main St., Ventura, Cal. Bank of America, Suisun, Cal. Wright, M. Wurschmidt, William D. & Dora H. Bank of America, Oroville, Cal. 601 S. Harvard Blvd., Los Angeles, Cal. Wurzburger, George G. 660 So. Spring St., Los Angeles, Cal. Wylie, W. L. 660 So. Spring St., Los Angeles, Cal. Wylie, W. L. 25 5 1 10 5 1 1 Wright, Ervin N. 631 Market St., San Francisco, Cal. 631 Market St., San Francisco, Cal. o/o Bank of America, #1 Powell St., Yealland, W. D. & Dorothy o/o Bank of America, #1 Powell St., Young, B. Jerome Young, Frank E. Young, Frank W. Young, W. A. Young, William A. Youngren, L. E. San Francisco, Cal. San Francisco, Cal. 2000 E. Annaheim St., Long Beach, Cal. 3050 Lynde St., Oakland, Cal. 429 - 5th St., Hollister, Cal. #1 Powell St., San Francisco, Cal. 3050 Lynde St., Oakland, Cal. 2153 Hyland Ave., Ventura, Cal. - 52 - 4 5 5 10 5 5 Yates, Robert R. Yates, Robert R. Yealland, W. D. 5 2 14 11 2 10 4 2 1 Woo, Philip Wood, Carlton E. Wood, Eleanor W. Wood, Frank P. 10 1 Wong, Rose E. 550 Montgomery St., San Francisco, Cal. 760 Sacramento St., San Francisco, Cal. 716 East Adams Blvd., Los Angeles, Cal. 2081 Lemon Ave., Long Beach, Cal. Room 3606, 30 Broad Street, New York, N.Y. 1 Wolf, Kathleen M. Shares Owned 1 Address Name 1 296 PACIFIC COAST MORTGAGE CO. 485 California St. Detail of stockholdings as at 12-20-1937 Address Shares Owned Name Zaro, John Zaro, Madeline Zboyovsky, Andres H. Zeichner, Milton Zentner, J. Zentner, Jules Zerga, E. S. Zimbaldi, Andres A. Zirpoli, Armando Zirpoli, Vincense Zuochi, Armando Zuochi, J. Zundell, S. L. Zung, Joe Zunino, Federico #1 Powell St., San Francisco, Cal. 551 - 32nd Ave., San Francisco, Cal. Bank of America, 485 California St., San Francisco, Cal. 7179 Santa Monica Blvd., Hollywood, Cal. 200 Washington St., San Francisco, Cal. 200 Washington St., San Francisco, Cal. #1 Powell St., San Francisco, Cal. 5 25 2 1 20 10 50 Bank of America, Room 419, 660 So. Spring St., Los Angeles, Cal. 215 Avila St., San Francisco, Cal. 215 Avila St., San Francisco, Cal. 3138 Franklin St., San Francisco, Cal. 1019 Fillmore St., San Francisco, Cal. 3777 3/4 Centinella Blvd., Venice, Cal. 2 6 7 2 2 2 3087 Hawthorne St., San Diego, Cal. 901 Battery St., San Francisco, Cal. - 53 - 3 25 298 No. 83 WASHINGTON BANKING TRENDS and BACKGROUNDS Page 2 Dec. 4, 1938 fact that the president of Transamerica and Bank of America, has been an out. Administration supporter. To 80 definitely question his political financial set-up spoken commented upon as a form of "persecution." This is seen as political ingre. is titude. The American mass mind, it is said, resents this. (c) Bank of America Phases A change early in the year of chief for the 12th district was originally made not so much on any order to examiners look into policies and practices there as to improve conditions, since personnel illness had bogged down the office. A new chief examiner (William Prentise, Jr) sought to tighten up procedure, asked questions, insisted on answers. The bank, chiefly due to its great size, was and is, a continuing problem. For example, official never to examine 495 branches simultaneously; procedure in this fes- ture it is must impossible be different. Top of the such Bank attitudes. have Under been particularly amenable to suggestions. Bigness develops Republican administrations there have been reoccurring periods of difficulties between the Comptroller's Office and this Bank on matters of supervision. Before and after personnel changes in Comptroller's Office consideration was given to enforcing some long standing criticisms. The course of events, however, apparently caused officials of the Office to "cooperate" with the SEC rather than lead out in strong action possible under the National Banking Act. (No. 82,2,d) To strengthen the SEC's Transamerica investigation, examination reports very apparently were made available. Responsibility for this "cooperation" rests with top off. icials of Treasury, Comptroller and Commissioner Douglas. Banking lawyers are sharply divided on the legality of this action, pointing to fact that the SEC is not specifically named in Act. The point has wide implications beyond the individual instance. Insofar as Comptroller's Office present attitude is concerned on supervision policies, no immediate action of any dromatic nature is apparently planned. The SEC will now provide the drama. (d) SEC Cooperation with Federal Reserve Board: Chairman Eccles apparently was not fully informed of contemplated steps by SEC relative to Transamerica. Since member banking is involved there is resentment. Friendly relationships have long existed between Reserve Board Chairman and some of the Gover- nors with Bank of America personnel. For one thing both are New Dealers with economic philosophies different from most other leaders in banking world. Also both favor branch banking and big banking. This very sympathetic tie-up most likely prevented ordinary cooperation between SEC and Board. The San Francisco Federal Reserve Bank probably has not been especially cooperative with supervisory programs of Comptroller's Office. There was more back of resignation of A. 0. Stewart than was told in official statement. (See No. 74.2) Eccles is reported to have indicated his feelings about the non-cooperativeness of SEC re Transamerica, to the President at Warm Springs, as well as discussing other bank king matters. (No. 4.a) Some antagonism exists between the SEC and Reserve Board due to the fact that their activities in some lines overlap. The former is young aggressive body, the latter older, more conservative in administrative policies if not in economics. On this latter phase of banking economics differ entiation should be made between the Reserve Banks and the Chairman of the Board taxi and some of his Governors. (e) Treasury Heads Involved: Secretary's office is admittedly in formed. The legal division is undoubtedly fully cognizant due to present absorp* Berman tion of Comptroller's Office legal staff under direction of Ceneral Counsel Oliphant. Latter may have advised on technicalties regarding examination date, no appears of desire. Insofar as Secretary he has always insisted on strict law enforcement. words However, thau is concerned evidence persecution In other Morget then if, as charged, an institution appears to be in violation of the law, STATE action should follow. No evidence to date that politics is being allowed to WASHINGTON BANKING TRENDS and BACKGROUNDS No. 83 Page 3 Dec. 4, 1930299 on law enforcement. (f) Insurance Corporation Heads Interested: FDIC is not immediate- but more progressive steps in "studies" conthe Reserve vitally concerned if B. be of of A. pulls out ly concerned, than have probably Board. Will known insurance as a possibility. Prior would be national banking state charter. (See A. D. of ducted of deposit which system is and heard obtaining California steps leaving Dec. 3, '38) FDIC would inevitably be brought in on any such change. It now sees no depositor danger as far as bank itself is concerned. (2) OFFICE OF COMPTROLLER OF THE CURRENCY (a) Chief Examiner Changes: Stated that W. H. Baldridge of the Ninth (Minneapolis) district transferred to same position in Tenth (Kansas City) district and that Irwin D. Wright, chief Tenth transferred to same position at Twelfth (San Francisco) district, that William Prentiss, Jr., chief there shifted to Ninth. Announcement not unexpected. (b) Reason for Changes of Chief Examiners: None officially given. Inquiries brought response of "routine." Reliable sources indicated desire to "tighten up" with old line, long experienced, career-type examiners. bright well thought of by old school Comptroller's Office, as is Baldridge. Both have had experience, particularly Wright who has an estimated service of upwards to 15 years. He is taking the premier difficult position. Baldridge's experience includes district where holding company philosophies clash with independent bank philosophy. The San Francisco tough spot was hard to fill and finally accomp= lished after conferences which included a number of names. (c) William Prentise. Jr: Rumored for sometime he will resign, which leaves a vacancy. Reports from independent bankers on lest Coast commend his service there for vigor and fairness. Vill likely return to business act- ivities. Announcement that included his name resulted in news stories connecting with "purge" period, that is, Diggs-Oppegard forced resignation. (No. 74,1) Lecking explanation the assumption believed by them justified, sinte First Deputy Upham held to be critical of Prentiss. Prentiss appointed under O'Connor. However, no evidence that Prentiss was forced to resign. (d) Other Changest Rumors persist. Lack of willingness to discuss policies and leaning on Treasury for lead in announcements creating critical roactions. Present policy stems from expressed desire to return Office to "old days," but as leading visiting banker observed, "you can't turn back the clockbanking has been in the front row of public interest too long." Additional matters understood to be under consideration include revision of, and tightening up of examination district methods and routine. As far as other Reserve districts are concerned, there has been for at least six months, some attention given to 11th district. (e) Independence of Office: No longer in the same sense as forner- Treasury resents that Office has "lost its independence." are in on of "independence." Differences ly. probably emphasis purpose charges National banking innow on bureaus such as Coast Guard, butHealth, mucha often so as these. Recent press Public dependence parsome with not of other as Internal conference Revenue, Comptroller Delano special assistant to Gaston. Comptroller unable, or Herbert with Created supervised impression by unpermitted Secretary intimations Morgenthau, to of speak "loss without expert public relations counsel. From many sources for of independence" disliked by influential Congressional forces, aiding drive its absorption or amalganation with other banking agencies. Legal division change 300 WASHINGTON BANKING TRENDS and BACKGROUNDS Page 4 No. 83 Dec. 4, 1938 of highest importance. (No. 72,3,a) Some talk heard of national bank. considered ers considering giving up charters for state powers. (No's (3) FEDERAL RESERVE BOARD (a) Chairman Eccles' New York A.I.B. Address: Emphasized again basic economic theory earlier expounded in Vandenberg letter. Summed up in "collective liquidity" for banks, rather than individual bank liquidity. Men- tioned examination revision necessity. See summary in A.B. of Dec. 2nd. East. ern financial paper comment particularly critical on national budget-taxes phase. His economic philosophy better presented than in Vandenberg letter or in his earlier House and Senate banking committee testimony. (b) Elmer Bensons Under consideration for place on Board and favored by some unit bankers. Benson was formerly with a bank in Minnesota state and served as state bank commissioner. Probable that name is "before the President." (No. 31,6,8) Promoted as holding that banking should serve the masses; individualistic, progressive. (4) FEDERAL DEPOSIT INSURANCE CORPORATION (a) Executive Committee of State Bank Supervisors: Meets here Monday at Board Romm. Is expected to vote adoption of uniform call report form which was favorably received in their convention at Hot Springs recently. Ex- ecutive Committee represent good feeling and general acceptance of FDIC leadership by majority of state bankers, judging by expressed reactions. (No.80.7.a) (b) Raising Insurance Maximum: Results of questionnaire announce ment expected soon. Probably will show over-whelming acceptance and ability to raise maximum to $10,000 which is likely to presage passage of Steagall bill. (No. 72.5) (c) Bond Study: "In the wheels", that is, plans are slowly taking shape. (No. 72,6) (d) July 1, 1942: The date when banks having average deposits of $1 million or more must become members of the Federal Reserve System or lose insurance. State bankers beginning show some concern in communications. When bill was passed, Chairman Steagall announced that it was "an engagement which would never result in a marriage." He had fought against bill and brought about post- ponement to above date. Restiveness of state bankers seems to pressge efforts to repeal the law or force more postponement at next Congress. Had been generally expected that fight against law would come in 1940 but now likely in 1939. Being tional suggested that attack could be made on law, if it goes into effect, on constitu- is grounds. But court fight would be last resort. Banking lawyers hold this possible unless Supreme Court decides that right to regulate money can be applied to checks. Old interstate commerce dispute. (No. 68.2: 71.1) (5) SECURITIES AND EXCHANGE (a) Lea Bills Reported likely to be side-tracked at next Congress. Measure would regulate protective committee activities, through requiring the filing of declarations and prospectuses. Congress, (b) Personnel Changes: Rep. Edward C. Eicher, who did not run afair but appears for unlikely, to Commissionership. now. Hinted that Chairman Douglas may resign, 301 No. 83 WASHINGTON BANKING TRENDS and BACKGROUNDS Page 5 Dec. 4, 1930 (c) Utilities: Announced 5-year job reshaping utilities. All utility plans are beextent examined to determineofthe extent of competition for certain properties andtothe of overlapping facilities. (6) MONOPOLY PROBE (TNEC) banking of (a) Opening: With charts, statements and addresses, news cameras and crowds. (No. 81,4.a) Leon Henderson, executive angles corporate in citing institutionalization savings-- secretary insurance referred companies, to some savings benks, surpluses, etc as promoting, among other things, economic changes. Among lines of studies indicated, he included bank holding companies, investment trusts, interlocking directorates, credit mechanisms for small enterprises, insurance companies. Chain banking and its effect on the whole system of free enterprise promised investigation. (No. 69,4) (7) CONGRESS--NEW BILLS (No. 78,1) (a) Interdepartmental (Banking) Committees Chairman Eccles again urged absorption of work of Comptroller's Office, that is, dividing it between Reserve Board and FDIC. Eccles' theories consistent in that he "needs" bank examination powers to make his economic theories work. (No. 71,3,a) Chances of his having his bill advanced bettered by recent changes in Comptroller's Office which, apparently, have resulted in some loss of prestige for latter. Eccles a firm believer in efficacy of brench banking but this is not a part of present suggestions. (b) Smathers' Bill: Senator's office says it will be pushed and not discarded, but may be revised. General opinion less favorable for it than when first announced. State bankers almost unanimously opposed. (No. 70.7;51.1) (c) Elimination Bank Holding Companies: Bills to this end being written and likely to be Administration favored. Rep. Patman says he will push his "death sentence" holding company bill. Some administration sentiment exists for permitting bank holding companies to convert to branch banking systems on the theory that such are less obnoxious and more easily controlled, while holding companies are difficult to control or properly administer. Another argument is that to eliminate bank holding companies without some "out" is to bring on a deflationary move. (No.78,2,h) When A. P. Giannini was at Houston ADA Convention he was blunt and outspoken on the subject of branch banking. Told newspaper men, that he had not changed his mind on the need of nation-wide branch banking, believing that it was for the best good of America. Indicated however, that he might not now press his views, at the present time. Other reports indicate that branch banking is going to be before the next Congress, in some guise, very probably in relation to bank holding companies, that is, the lesser of two evils. (d) Social Security: Bills to include banks under the Act to be pushed, but not all banks are favorable despite ABA initiative in matter. Ob- and jection based on cost for such institutions which now have pension systems cannot afford cost of both. (e) Pensions: Of 122 Congressmen polled only 11 favored lower old age pensions while 11 supported larger payments. Certain to be pressed. (8) WAGE-HOUR---NLRB (a) Interpretative Bulletin: Promised on "service establishments" Accordphase of law under which banks claim exemption. May be issued this week. 302 No. 83 WASHINGTON BANKING TRENDS and BACKGROUNDS - Page 6 Dec 4, 1938 to General Counsel Magruder, Act applies to janitors, charwomen and other ing employees if their employers produce goods for interstate commerce. No building information on cases where banks own such buildings. (No. 82,6,a) Bank of America Case: No date yet set. (No. 71.1) A.P. holds that in this contest, cause of all Giennini comments (b)that "communists," he isare fighting the the law banks. Isinvitriolic. Says NLRB member and that needs changing. Sentiment on changes indicates that Secretary Perkins and reappointed Board member Smith oppose changes while, apparently, many in Congress favor changes. Roosevelt attitude decisive in final determination. (9) AMERICAN BANKER ASSOCIATION (a) P. D. Houstons Visited here. Comments include many reactions which include many personalities that entered the bitter fight that revolved around his election. He is held to be reactionary. Some say he was promoted by Tom Smith of St. Louis and Rudolf Hecht of New Orleans which also did much to prevent Laird Dean from winning through campaign that included circulation of a bank failure latter was connected with 20 years ago and after he had left that bank. Houston 64 years of age, has a bulldog personality but mixes only fair. Not outstanding public speaker. Claimed to be a "Giannini man." Talk heard that Eccles favored his election. Claimed that Houston supporters were having their revenge for losing in contest that elected Orval Adams. (b) Indenendent Banker Associations Believed that membership in these will increase as a result of election of Houston and that unit bank member- shio in ABA will decrease. That State Associations will find it necessary to look after their own activities in Washington fearing that they will find ADA less sympathetic. General Counsel Needham's role in Washington frequently commented upon. This includes question as to "just where does he stand on basic problems of Banking, particularly in relation to future of unit banks" and "does he favor extension of branch banking." (10) INDIVIDUAL SALARIES (according to Civil Service Records) (a) Comptroller's Office: Preston Delano, $15,000. when at Home Loan Bank Board was $10,000. Deputy Cyril B. Upham, $12,000; when assistant to Morgenthau $8,500; Chief Clerk George R. Marble, $3,800; Chief Statistician A. Kane, $4,200; Chief Organization Division Thomas B. Bently, $3,200. Vm. (b) Treasury: Undersecretary John Hanes, $10,000; formerly at the SEC. same amount; Fiscal Secretary Vayne C. Taylor, $9,000; Special Assistant in charge of press and publicity Herbert Caston, $10,000; James W. Bryan, in charge of promotion of "baby" bonds, $7,500; Chief Counsel Herman Oliphant, $10,000; (c) FDIC: Chairman Crowley and Director Goldsborough, $10,000; General Counsel L. E. Birdzell, $12,000; Counsel Francis C. Brown, $0,200; Chief C. Examination Division John G. Nichols $9,000; Chief Division Liquidation Fred Kellogg, $12,000; Chief Division Research and Statistics Donald S. Thompson, $6,100. (d) RFC: Chairman and directors, $10,000 each; Thomas G. Corcoran, carried as "Special Counsel, $10,000; Chief Examiner Sam Husbands, $10,000. Washington by Banking Trends and Backgrounds is compiled, edited, issued for bankers, the Washington A. B. Bureau staff, associates, 232 Maryland Bldg. Washington 303 December 5, 1938. FOR THE SECRETARY: The following Group met in Mr. Hanes' office to discuss the Anglo-California National Bank case: Messrs. Hanes, Taylor, Oliphant, Gaston, Duffield and Foley of the Treasury and Delano, Upham, Folger, Mulroney, Smith and Sedlacek of the Comptroller's Office. Mr. Sedlacek reported that he had just talked to Paul Hoover, Director of the Bank, by telephone and had been told that the loan from Standard Oil Company to Mortimer Fleishhacker had been concluded and that the San Francisco office of the RFC was air mailing two plans under which the RFC could lend an addi- tional $400,000 to Mr. Fleishhacker. Mr. Hoover, according to Mr. Sedlacek, also said that the directors had agreed on two conditions to recommend to the stockholders that the par value of the common stock be cut in half so that the out-back in the preferred stock would not have to be so great. The two conditions on which the directors hinged this agreement were (1) that the whole rehabilitation plan be placed before them so that they would know that no further conditions were to be imposed and (2) that Mortimer Fleishhacker not be asked to leave the Bank immediately. Mr. Hanes was asked by the Group to inquire of Jesse Jones what plans the RFC had for changing the management of the Bank but was unable to reach Mr. Jones until after dinner. 304 -2The Group left with Mr. Hanes the task of determining what the RFC would do about Mr. Fleishhacker but informally expressed the opinion that he should not remain as President of the Bank. The Group decided against inserting a formal requirement to this effect. The consensus was that the language used by the RFC and the Comptroller's Office would assure proper treatment of the $2,600,000 Fleishhacker line in the Bank. * * Mr. Upham objected strenuously to the proposed requirement that this Bank or any other bank show on all statements the dividend rate on its preferred stock. He said that the technical people had assured him that such a requirement was almost impossible to police, that it would destroy uniformity between the reports of the Comptroller and other banking agencies and that there might not be legal authority for requiring similar disclosure by banks in which preferred stock had already been bought. Mr. Hanes and Mr. Taylor said that they believed that disclosure of the dividend rate was necessary to protect potential stock purchasers and to meet SEC standards. They also urged that failure to require this disclosure would change the agreement between the Secretary and the Banking Group on the preferred stock out-back plan. Mr. Upham said he would try to meet the Group's wishes but repeated that he thought the step was unwise. Mr. Oliphant reported that his 305 -3Division is looking into the legal power to require disclosure from all preferred stock banks. ESD 306 December 5, 1938 FOR THE SECRETARY: L. M. Giannini made no reference to the Treasury or any other Government agency during his testimony before the Senate subcommittee on incentive taxation. He confined himself to a half-hour outline of the Bank's employee benefit system. He remarked that he had come here on other business and that A. P. Giannini had suggested that he appear before the committee. He did not say what the "other business" is. ESD (COPY) 307 December 5, 1938 MEMORANDUM The Comptroller of the Currency is of the opinion that if in a forthcoming conference with the representatives of the Bank of America, N.T. & S.A. of San Francisco agreement can be reached on the major points of criticism listed below, a satisfactory basis for the development of a program of correction by the bank will have been reached: (1) A cessation in the expansion program of the Bank of America, N.T. & S.A. as it relates to the establishment of branches. (2) A conservation of earnings and payment of dividends not in excess of six per cent per annum on par value. (3) Elimination of the "other real estate" and the real estate contracts of Capital Company and California Lands, Inc., within a five-year period. (4) Increase in the capital by not less than $25 million by the sale of now stock at once. (5) The elimination by Transamerica Corporation and its affiliates of approximately $15 million in assets illegally purchased by the bank. (6) Immediate elimination of the Transamerica excessive loan and all criticised borrowings of its affiliates. 308 RE ANGLO CALIFORNIA BANK Present: Mr. Hanes December 6, 1938. 11:45 a.m. Mr. Delano Mr. Upham Mr. Taylor Mr. Duffield Mrs Klotz Mr. Oliphant Mr. Foley Delano: Hello, Mr. Delano. How are you? Good morning, sir. H.M.Jr: Well, Mr. Hanes, are you chairman of this committee Hanes: Yes, sir. H.M.Jr: Ready to report? Hanes: Yes, sir. I think probably the simplest way to start this is to read you the letter which is in agreement H.M.Jr: for me? with the memorandum which we sent to you while you were at the farm, and which we were unanimously agreeing upon. This letter is written by you to the Reconstruction Finance Corporation. "The Anglo California National Bank of San Francisco, San Francisco, California, is in need of additional funds for capital purposes. "With the approval of the President, I, therefore, request that the Reconstruction Finance Corporation subscribe to $10,000,000 par value of preferred stock of The Anglo California National Bank of San Francisco, San Francisco, California, at a total price of $20,000,000, such stock to be retirable at not less than the purchase price thereof, namely $20,000,000. Your purchase of this stock should be conditioned upon an undertaking by the bank that in its financial statements the preferred stock item will be followed by an explanatory note disclosing the dividend rate payable on such stock and the subscription price upon which dividends will be 309 -2- based and repayment made in the event of retirement or liquidation of the stock. This explanation should appear in all of the Bank's financial S tate- ments, including statements required to be made and published by law as well as statements used in counter slips and in all other forms of advertising and publication. "I make this request pursuant to the provisions of Section 304 of the Act approved March 9, 1933 (Public No. 1 - 73d Congress), as amended. "This bank appears on Schedule National No. 383." H.M.Jr: Hanes: Where's the original of that? The original, think, is on your desk; it ought to be. I initialed it this morning. Oliphant: Thompson had it last this morning. Hanes: Duffield: Brought it back to me; I initialed it. He took it back. I told them to send it to you (Klotz). Klotz: I picked up what I thought - it may be on my desk. Duffield: It's quite a bulky thing. (Mrs Klotz steps out) H.M.Jr: Is everybody in the room here in favor of this? Everybody? Duffield: Hanes: I think so, yes. I think everybody here. We have had many meetings on this. And there are certain conditions which we are asking the R.F.C. to impose upon the bank which perhaps I could read to you very quickly. H.M.Jr: Please. Hanes: "Conditions which the R.F.C. proposes to attach to the purchase of preferred stock in the Anglo California National Bank." Duffield: Which is that? 310 -3Hanes: The five percent. "1. The preferred stock issue shall consist of 2,000,000 shares having a par value of $4 per share and a retirement value of $10. "2. $400,000, par value, of the Bank's common stock which the Bank now holds shall be charged off. "3. The $5,000,000 of preferred stock now held by the Standard Oil Company and the Fleishhackers shall be retired. "4. Mortimer Fleishhacker must either remove from the Bank $2,592,000 of his paper, as itemized, or adequately secure this paper with a schedule of repayments and interest payments 'satisfactory to the Directors of the RFC.' " (Mrs Klotz returns) Klotz: It came like this, and I couldn't tell what was in here. Duffield: Klotz: Hanes: I left it in Mr. Hanes' office. I probably might not have seen it for another couple of hours. "5. The Bank must furnish the R.F.C. with the usual management contract and make such changes in management as the R.F.C. may require. No specific changes in management are mentioned. "6. The R.F.C. reserves the right to stop dividends on the common stock as long as the sound value of the common is less than its par value, and, in any event, no dividend in excess of 3% of the par value of the common stock will be paid until the common stock is restored." Duffield: That should be 6 percent now, I believe. Hanes: That's 6 percent on five million; this is 3 percent on the ten million valuation. Who is this letter to? Who signs that? H.M.Jr: 311 -4Hanes: Sir? H.M.Jr: Who writes that? Duffield: H.M.Jr: Those were the conditions which the R.F.C. said in writing to us they were going to impose on the Bank. Is that a formal letter from R.F.C. to me? Hanes: No, we haven't any letter on this. Foley: It was in the form of a memorandum, Mr. Secretary, that accompanied the letter that came over from the R.F.C. Taylor: Well, you have the request from the R.F.C. Duffield: Which is a letter. Taylor: Foley: H.M.J.: Hanes: Signed by Cooksey. This letter is a reply, and that accompanied the incoming letter. I got you. And we had a lot of difficulty with the cut-back on this common stock. The directors of the bank did not wish - did not want to cut back on the common stock the value we're asking them, reduce the par value of the common stock in half from ten million dollars to five million dollars. H.M.Jr: I don't know who - you see, this is on the inside instead of the outside of the envelope. Just find out (to Duffield) - it ought to be on the outside. Now look, gentlemen, we have a very able group present here who have gone into this thing very fully, and before I sign this has anybody got the slightest doubts that what I'm doing is in the best interests of everybody concerned? Duffield: I think, Mr. Secretary, there was only one question that was left partially open last night, and that is that Mr. Hanes was going to ask Mr. Jones what plans he actually did have about the management of the 312 -5- bank, particularly what plans he had about Mortimer Fleishhacker. Hanes: I talked with Jesse last night about that. Jesse said that he had talked very frankly to Mortimer Fleishhacker about the condition of the bank, but he up to this time had never suggested to Mortimer Fleishhacker that they bring in a President from the outside. However, Jesse says that it was thoroughly understood with Mortimer Fleishhacker that the R.F.C. must at all times be satisfied with the management of that bank; that if they weren't satisfied at any time with the management of the bank, they were going to put a President into the bank. I understand that Jesse has made certain recommendations for a Presi- dent for that bank. Now, whether that's hearsay or factual I don't know. H.M.Jr: Well, oughtn't the Comptroller of the Currency also to be satisfied? Duffield: On the management? H.M.Jr: Yes. Delano: We're up against in that thing, Mr. Secretary, the tradition so far that Mr. Jesse Jones has been the sole appointer of the management of these banks. You remember I discussed the matter with you some time ago; in the question of Mortimer Fleishhacker I had some reservations about leaving him in there. However, I understood now that it was your idea to leave that to Mr. Jones and that you were perfectly H.M.Jr: satisfied to leave it to him. I don't think that that - I don't know where you got that from. Delano: H.M.Jr: I got that from that meeting yesterday. I don't think I expressed that. That doesn't express my viewpoint. Hanes: What I said I asked of the Secretary was whether he wanted to insist on the removal of Mortimer Fleishhacker at this time, and his answer was that he would not insist upon that. 313 -6H.M.Jr: Because I had nothing to base such insistence on. And I asked Hanes: "Have you got anything to insist that Mortimer Fleishhacker be removed at this time have you any basis to ask - to recommend such a thing?" And you (Hanes) said no, you didn't either. But that doesn't answer the question. See, my principal authority is the signing of this. This is where I come in, and that's why these people are here advising me, and this is my big stick. Now, I'm just wondering whether - if it's too late, I don't want to do it now, and if it's not too late, whether I could say at this time that the management Comptroller of the Currency and the R.F.C. of the bank should be jointly a cceptable to the Delano: H.M.Jr: Delano: H.M.Jr: If I could make a suggestion, Mr. Secretary, Please. That's what you - I mean I'm here to receive suggestions. Now please understand, I haven't spent any time on this, to speak of, at all, so I've asked you in to make suggestions. I would suggest that it might be well to have an understanding between you and Mr. Jones off the record on this thing. Delano: That wouldn't help any. It wouldn't? H.M.Jr: Not a bit, not a bit. He's doing it all in writing. He's not leaving anything in doubt. I mean this is when I sign this, I'm through; I'm through, and then I hand this thing over to Jones and the R.F.C. and they do it. And you (Delano) are through, with the exception of the auditing of the books. .... Delano: Well, we have some Foley: One other thing, they have to approve the new capital set-up, and they could exact that as a condition if that was H.M.Jr: Yes, but I as Secretary of the Treasury - I always think the direct, aboveboard way is the simplest way. Now, if I want to - and I don't know, I'm just raising it - whether you (Delano) want, at the time that I sign this, that I say that I want the 314 -7- management of this bank, as long as the United States Treasury has money in it through the R.F.C. that we want management acceptable both to you (Delano) andthe to the R.F.C. Delano: Well, I wouldn't ask for that at this moment, Mr. Secretary. H.M.Jr: You wouldn't? Delano: H.M.Jr: No, I'd prefer not to. All right. If you don't mind my saying, I think that Delano: Well, I feel that way too. H.M.Jr: I think very definitely. Oliphant: Well now, may I ask, to be sure I understand: has H.M.Jr: Who's "he"? Oliphant: Mr. Delano. the principle should be established. he pointed out that hitherto pointed out that hitherto these requests have gone over there over your signature for this preferred stock for the little banks, big banks, and the middle-sized banks - and as you - he told me last night we have never had the practice of making suggestions about change in management. Now, did I understand you just to say that you think as a general Secretary of the Treasury policy - because after all you have to sign this letter, and when you H.M.Jr: Oliphant: once sign it you lose all power - ... That's right. ... that in all of these cases, since Federal money is going into them, the management ought to be satisfactory both to Jesse Jones and to the Comp- troller? H.M.Jr: As a general policy. That's what I'm saying. Because the Comptroller of the Currency is my representative on this banking thing. The management should be acceptable, as a general broad policy, both to the Comptroller of the Currency and to the R.F.C. 315 -8- Oliphant: Now, the statute under which Jesse acts does not anywhere say that Mr. Jones shall have authority to review the management and change the management if ne doesn't like it; it's a thing which he has been doing merely as a result of his implied authority. So that there is quite as much statutory basis for your participating in the choice of this management as there is for Jones to do so. And I think if you are clear in your own mind that these managements ought to be satisfactory to both, I see no reason why it should/ not be applied to this case. H.M.Jr: Well, I'm very clear, because I've never spent as much time as I have on this thing, and if Mr. Jones had had it left to himself, Mr. Herbert Fleishhacker would still be President of the Bank, and it is only because of this banking committee which has been advising me and that we insisted and that for the first time we have ever taken such a position - and we sat tight and Mr. Herbert Fleishhacker had to resign. Now, supposing after three months Mr. Sedlacek comes to you and you come to me and say, "I can't do anything with Mortimer Fleishhacker and Jesse Jones won't back Delano: H.M.Jr: me up." I'll say, "I'm awfully sorry, Mr. Delano; I offered it to you on a silver platter and you wouldn't take it." That's right. So if you don't mind, I think you're wrong. But I'm not going to press it. This is taxpayers' money which I'm putting in there and I don't see why you shouldn't have just - I'll go - if any Federal agency should use the fact of the money as a whiphandle to control the management, then I think the Comptroller of the Currency should do it jointly with the R.F.C. - jointly. Now Delano: H.M.Jr: I You may - now, we're all very doubtful here about Mortimer Fleishhacker, but I think I've only talked this to Hanes and myself, and if Hanes doesn't agree, he can stop me. But he and I want to lean over backward to be fair. I would say I think that Hanes and I feel that if 316 -9- this was a private matter and our own money in the reorganization, on private capital, and we weren't public officials, in a reorganization we'd put entirely new management in. That's at least what I would do if I were floating a new issue for this bank and this was a company. I'd say, "All the Fleishhackers are out. You've had this thing for twenty, twenty-five years. We'll put new management in before we ask the public, under the name of Morgenthau and Hanes, to subscribe to new stock." Right? Hanes: Right a hundred percent. H.M.Jr: That's what we'd do if you and I were in business together, raising capital to do this. Is that correct? Hanes: H.M.Jr: Hanes: That's correct. But being public officials we go kind of slow. We say in effect that we haven't got any real reason, we haven't got any basis for saying that Mortimer Fleishhacker has got to go out of the bank. So far as I've been, I haven't been shown any reason. H.M.Jr: Now in three months we find out - maybe we find out Mortimer Fleishhacker is just the same as Herbert and then your representative comes in, wants me to do something; I can't do anything. Now, Jones and I agree on a lot of things, but we don't agree on this banking thing, because Jones keeps saying all the time, "Well, Henry, if you follow this thing, you'd have two-thirds of the bankers in jail." Well, you heard me make my speech about a new banking ethics in banking, and I'm counting on one Preston Delano Delano: H.M.Jr: to carry that out, because that's why I picked you. right, I understand that, Mr. Secretary. And I'm counting on you. Now, the time to cross Jones this bridge, in my opinion, is now, and not can say, "Well, Henry, you did this thing then; why bring this up now? Why didn't you bring it up with the Anglo California?" 316 -9- this was a private matter and our own money in the reorganization, on private capital, and we weren't public officials, in a reorganization we'd put entirely new management in. That's at least what I would do if I were floating a new issue for this bank and this was a company. I'd say, "All the Fleishhackers are out. You've had this thing for twenty, twenty-five years. We'11 put new management in before we ask the public, under the name of Morgenthau and Hanes, to subscribe to new stock." Right? Hanes: Right a hundred percent. H.M.Jr: That's what we'd do if you and I were in business together, raising capital to do this. Is that correct? Hanes: H.M.Jr: Hanes: That's correct. But being public officials we go kind of slow. We say in effect that we haven't got any real reason, we haven't got any basis for saying that Mortimer Fleishhacker has got to go out of the bank. So far as I've been, I haven't been shown any reason. H.M.Jr: Now in three months we find out - maybe we find out Mortimer Fleishhacker is just the same as Herbert and then your representative comes in, wants me to do something; I can't do anything. Now, Jones and I agree on a lot of things, but we don't agree on this banking thing, because Jones keeps saying all the time, "Well, Henry, if you follow this thing, you'd have two-thirds of the bankers in jail." Well, you heard me make my speech about a new banking ethics in banking, and I'm counting on one Preston Delano Delano: H.M.Jr: to carry that out, because that's why I picked you. Right, I understand that, Mr. Secretary. And I'm counting on you. Now, the time to cross Jones this bridge, in my opinion, is now, and not can say, "Well, Henry, you did this thing then; why bring this up now? Why didn't you bring it up with the Anglo California?" 317 -10- But I'm not going to press it. Delano: Now, I'd like to say this, make my position clear, because I think as a general practice that either the Secretary of the Treasury or his representative, the Comptroller, should have a voice in this matter. I'll say that as a general practice I think that should be done. I a little bit hesitated, because there are some extraneous matters at the moment, to ask for this particular thing to come in at this particular moment. H.M.Jr: May I tell you a little allegorical story? Within the past week or so I met a new United States District Attorney, see, for a very important city; and his position is that he doesn't know whether he should move or whether he shouldn't move because he's afraid he's going to stir up the opposition. Now, I don't think I got over to him that the best way and the quickest way that he can get public support is to go right after the bull's-eye. And if you stir up the public in the cause of justice I think you're going to win nine times out of ten. Now, I'm thinking out loud, and I'll make an additional suggestion which I think is a better one. I don't own the stock in F.D.I.C., and I'll make you a better suggestion; I say that this management should be satisfactory to F.D.I.C., who insures this thing, plus the Comptroller of the Currency, plus the R.F.C. Delano: Fine. H.M.Jr: Now, I'll make that suggestion. Delano: I think that's right. H.M.Jr: To all three. Delano: That hits me very fine; I've thought of that. H.M.Jr: Johnny? You fellows can think this over and come back. Acceptable to F.D.I.C. Who brought Bank of America to me first? Leo Crowley, because he was worried sick over his depositors. Leo Crowley may be worried tomorrow about his position of insuring the depositors of Anglo California, and he can't do a thing about it, and I can't help him do much. But 318 -11- if he, plus this man Preston Delano, plus Jones, constitute a three-man board to whom this thing is brought, then Mr. Crowley wouldn't have to come to me and wring his hands and moan and groan about his stuff being wiped out. He'd have something to say. entitled to it more than Mr. Jones is, because he's looking after the depositors; he's insuring them. Now, don't just do this because I say so, but I I think he should. He's entitled to it. He's think it's important enough, if you do, to think about it and hold this thing up until this after- noon. Hanes: Now, mechanically - this is perhaps a question which we can settle with the lawyers - mechanically, would that step take place in the letter going from you to Jesse Jones? Vliphant: You'd add to that letter which he is about to sign the following language: "The approval of the bank's performance of the management contract shall be subject to the concurrence of the R.F.C., the Comptroller of the Currency, and the F.D.I.C." H.M.Jr: I'd go along a hundred percent for that. Well, please, Preston Delano, don't say "Yes" - think it over and come back here at - well, you're coming to see me at four. Delano* That's right, sir. H.M.Jr: "ell, supposing we talk and then we - how long do Hanes: you want? Delano: Fifteen minutes. H.M.Jr: Well, supposing we - I'll see this group, if you (Hanes) haven't another appointment at 4:15. Have you got an appointment at 4:15? Hanes: I've got a pretty full calendar after lunch. Now, it's Ezekiel I've got at 4:15, but I can perhaps slow him down a little bit. H.M.Jr: Well, as I say, I don't want to rush anybody. Let it go until tomorrow. Let it go until tomorrow. 319 -12- Duffield: The directors, I think, I mean the directors outwould there like to have this one - H.M.Jr: Well, you men can go into his room now. What have you (Hanes) got from now until one o'clock? Hanes: Nothing. H.M.Jr: Well, you can go into his room now and see. And if you say, "No, Morgenthau, the idea isn't worthwhile, all right. But if you' re going to make a change, I'd like to do it in connection with this one. What do you think, Wayne? Taylor: I think that there is no reason in the world - in fact, there are a great many reasons for your having whatever power that you want in connection with approving management. Now, I think the F.D.I.C. is a very good idea. Whether that should be vested in the Comptroller or somewhere else - I haven't any opinion on that. But in connection with the management of these banks in which we have large investments, I think you'll have to put on all the strings that you feel you want to have on. H.M.Jr: And my control over Leo Crowley is purely - how Oliphant: Friendly. H.M.Jr: Oliphant: H.M.Jr: shall I say? - I don't know what is a good word. - friendly, and my relationship to him is. But I think to have the Comptroller of the Currency, Chairman of the F.D.I.C., and Chairman of R.F.C. passing on that as a committee - I think it would be swell, and I think the public would It would make sense to the public. It would make sense to the public. It would make sense to the public. Hanes: It would make sense to me. H.M.Jr: And incidentally, that happens to be more or less what the President had in mind a couple months ago on this whole banking business - just that, and just those people, I mean. Well, he didn't have 320 -13- Jones, but that was - along those lines is what he had. I haven't yet read the Eccles plan. But talk it over, please give it careful consideration. But I'm just raising it; personally, I'd feel lots happier, because there's so much difference of opinion as between Mr. Jones and myself as to what constitutes our attitude towards bank management - perfectly honorable difference of opinion, but there is a difference, and I'd feel lots happier if I had three people passing on this thing. But once I sign this, as far as I'm concerned And I should think from Leo's standpoint and the public's, it makes sense, doesn't it? Hanes: Sure. H.M.Jr: I think I've got an idea. I think I'll go home and Taylor: Your only problem I think you'll have in connection with it - if you have a committee, you have to have take a week off. a chairman of it. Who would be your chairman? H.M.Jr: Oh, I'd have a rotating chairman; I'd have a different Oliphant: No chairman is involved; the thing just goes around, the messengers carry it around from office to office. Taylor: Somebody has to be responsible for getting the chairman every three months. agreement; that's what I was talking about, in terms of Foley: Taylor: Foley: Well, the R.F.C. does in the first instance, because they've got the stock, haven't they? They vote it. Right, but I mean ... They share their discretion with the F.D.I.C. and the Comptroller of the Currency, under this condition. Taylor: That's the point I was making. There'd have to be somebody who was primarily responsible for it. Oliphant: The way it will a ctually work out - it originates now in the R.F.C.; it will be routed to F.D.I.C., the Comptroller of the Currency, and to the Secretary. 321 -14- H.M." Well, do you mind sort of working that out? But, Delano: Well, I think that's fine. H.M.Jr: What? Delano: I don't know whether this should be said at the moment, but a particular reason for my not wanting to press it as far as I individually was concerned was because I am in a very active trade with Mr. Jones at the moment on this Bank of America thing, and I am very anxious not to at the particular moment alienate him from a friendly attitude, which I think we have to have in order to get a proper solution of this Bank of America thing. Now, it's pure tactics on my part. I agree entirely with the principle. H.M.Jr: Well, if you don't mind my saying, your trade on Bank of America is important, but also to lay this foundation towards the public and their attitude is important with me, to get across that we're having a new deal in banking ethics; and I can't lose sight of that any minute. Now, don't worry about trading on the other thing. But I want to keep moving along a straight line, and that is new banking ethics. Well, I would I appreciate your frankness, and I also - but I see this thing, and I don't want Leo Crowley coming around in three to six months and 1 don't want you Delano: H.M.Jr: Preston Delano, how does it hit you? to come around and say, "God! this fellow Mortimer Fleishhacker, he's a so-and-so, what am I going to Delano: do about it?" Then it's too late. I agree with that. I'm leaning backwards here in an a ttempt to get an agreement on this other matter, because I'm concerned about it - tremendously con- cerned about it. I'm concerned about the publicity on this split in the Government agencies that's taking place. H.M.Jr: Well, that's all good clean fun. Delano: I know. H.M.Jr: I'll see you at four o'clock. That's just nice clean fun. - Well, all right. 322 This letter actually signed and C sent to RFC on 12-6-38 but returned by Mr. Jones and replaced by letter of 12-8-38. (Third paragraph changed) per Duffield 12-13-28. 0 P Y Reconstruction Finance Corporation Washington, D. C. Gentlemen: The Anglo California National Bank of San Francisco, San Francisco, California, is in need of additional funds for capital purposes. With the approval of the President, I, therefore, request that the Reconstruction Finance Corporation subscribe to $10,000,000 par value of preferred stock of The Anglo California National Bank of San Francisco, San Francisco, California, at a total price of $20,000,000, such stock to be retirable at not less than the purchase price thereof, namely $20,000,000. Your purchase of this stock should be conditioned upon an undertaking by the bank that in its financial statements the preferred stock item will be followed by an explanatory note disclosing the dividend rate payable on such stock and the subscription price upon which dividends will be based and repayment made in the event of retirement or liquidation of the stock. This explanation should appear in all of the Bank's financial statements, including statements required to be made and published by law as well as statements used in counter slips and in all other forms of advertising and publication. In making this request it should be understood that the approval of the Bank's performance of the management contract (referred to in paragraph sixth of the conditions contained in the memorandum accompanying your letter of December 3) shall be subject to the concurrance of the Reconstruction Finance Corporation, the Comptroller of the Currency and the Federal Deposit Insurance Corporation. I make this request pursuant to the provisions of Section 304 of the Act approved March 9, 1933 (Public No. 1 - 73d Congress), as amended. This bank appears on Schedule National No. 383. Very truly yours, Secretary of the Treasury HCM:eeh EHFJr:bjs Retyped 12/6/38 323 COPY December 5, 1938 Conditions which the RFC proposes to attach to the purchase of preferred stock in the Anglo-California National Bank: 1. The preferred stock issue shall consist of 2,000,000 shares having a par value of $4 per share and a retirement value of $10. 2. $400,000, par value, of the Bank's common stock which the Bank now holds shall be charged off. 3. The $5,000,000 of preferred stock now held by the Standard oil Company and the Fleishhackers shall be retired. 4. Mortimer Fleishhacker must either remove from the Bank $2,592,000 of his paper, as itemized, or adequately secure this paper with a schedule of repayments and interest payments "satisfactory to the Directors of the RFC." 5. The Bank must furnish,the RFC with the usual management contract and make such changes in management as the RFC may require. No specific changes in management are ment ioned. 6. The RFC reserves the right to stop dividends on the common stock as long as the sound value of the common is less than its par value, and, in any event, no dividend in excess of 3% of the par value of the common stock will be paid until the common stock is restored. 324 December 7, 1938 Dear Mr. Delanos Concerning our conversation of this afternoon, regarding Bank of America, National Trust and Savings Association Transamerica Corporation and related interests, in connection with which you submitted to me a memorandus prepared for you by your technical staff, I enclose herewith If ideas as to what should be done in this connection. Furthermore, in order that the progress which has already been made may not be lost, I feel that while these requirements are being presented and not your program should be rapidly carried forward preparing a formal warning concerning any violation of law or unsafe or unsound practices which your office has found to have been engaged in by this bank or its officers or directors in the past. This Corporation has insured deposits in this one bankiamounting to over $600,000,000 and is gitally interested in all the banks controlled by this same management. In our opinion the condition and practices of the bank are such as to jeopardize materially our interest therein. We have the utmost confidence that your office will be able to secure corrections such that this bank will no longer constitute a hasard to this Corporation. If we can be of any service to you in connection with securing such corrections, rest assured that we will be most bappy to do anything within our power. Very truly yours, LEO T. CROWLEY Chairman. Honorable Freston Delano Comptroller of the Currency Treasury Department Washington, D. c. 325 December 7, 1938 The major corrections which need to be secured in The Bank of America N.T. & S. A. 1. Capital must be immediately increased by sale of additional stock in an amount not less than $50,000,000. 2. The dividend policy has been entirely too liberal. Earnings must be conserved to eliminate unsatisfactory assets and to build up capital. Dividend policy must be subject to the approval of the Comptroller of the Currency. Until notified to the contrary by the Comptroller of the Currency, all realised bond appreciation must be placed in a security valuation account which must be used only to meet security losses. Accounting practices must be followed which will accurately reflect realised net profits. 3. This bank must not expand the number of its offices. The managesent of this bank must agree to engage in no further expansion of banking operations until, in the opinion of the Comptroller of the Currency, the assets of the banks presently operated by this management are placed in a satisfactory condition. The management must not expand its banking operations through the Transamerica Corporation or in any other manner. This applies to operations both within and without the State of California. 4. The bank must present to the Comptroller of the Currency a satiefactory program for elimination of the Other Real Estate including that presently carried by the bank as contracts of California Lands and Capital Company to purchase. These contracts must be included in the Other Real Estate Account. Future acquisitions of real estate by the bank must be carried as such on its books. The real estate which has been held for more than five years must be disposed of immediately or very rapidly written off the books. Altreal estate which henceforth comes to have been held for five years must be written off immediately at the end of such period or complete valuation reserves must be set up. 5. Transaserica Corporation and its affiliates must eliminate from the bank the assets which the latter illegally purchased from them. 6. Loans to Transamerica Corporation and its affiliates must be brought within the limits of the law and all criticised portions of these loans must be adequately secured or eliminated. No further extensions of credit should be made by the bank to these Corporations or associated enterprises. 326 7. Loans on Transamerica Corporation stock, loans upon the stock of the bank itself, and shares of the stock owned by the bank must be removed from the bank. 8. A program must be submitted to the Comptroller of the Cerrency for reducing the carrying value of the Banking House, Furniture and Fixtures, to the account which would prevail if proper depreciation had been taken in the past. Proper depreciation must be taken currently in the future. 9. The dormant deposit accounts which have been confiscated through service charges must be restored as a liability of the bank. 10. All losses classified by the examiner as of April28, 1938, must be charged off. If assets so classified have been sold then the realised loss must be reflected. 327 12-7-38 the Superintendent of Banks of the State of California SUPERINTENDENT: On September 19, 1938, the Superintendent was Friend William Richardson. Annoxed is a short biographical sketch of Richardson APPOINTED BY: Governor and holds office at the pleasure of Governor (1 G.L. Calif. (1937) Act 652 c 120). QUALIFICATIONS: Shall not be directly or indirectly interested in any commercial bank, savings bank or trust company, or as an individual banker (G.L. Calif. supra 8 120). SALARY OF SUPERINTENDENT: $10,000 per annum (1 G.L.Calif., supra 8 120). OFFICES OF SUPERINTENDENT: The Superintendent of Banks maintains offices in San Francisco, Los Angules and Sacramento. The principal office is San Francisco. COST OF RUNNING SUPERINTENDENT'S OFFICE: For the fiscal year July 1, 1937 to June 30, 1938, the Superintendent of Banks expended $127,158.23 to run his office (Annual Report of Superintendent for 1938, p. 16). SOURCE OF FUNDS FOR RUNNING SUPERINTENDENT'S OFFICE: The office is self-sustain- ing. The Bank Act of the State of California provides substantially that each bank shall pay annually a sum, not to exceed onehundredth of one per cent of its annual deposits and total capital accounts to provide a fund for the maintenance of the office of the Superintendent (G.L.Calif., supra c 123). BANKS OVER WHICH SUPERINTENDENT HAD JURISDICTION ON JUNE 30, 1938: (1) State Banks: The Superintendent had juris- diction over 88 departmental banks, 181 branch banks, 14 exclusive savings banks, 13 trust companies and 14 commercial banks. (2) National Banks: The Superintendent had jurisdiction over the to trust departments of 24 national banks which are authorized do business in California (Annual Report for 1938, p. 1). SOME OF THE IMPORTANT POWERS OF THE SUPERINTENDENT: (1) Inspection of Banks: (a) Every state bank and the trust company of every title company is subject to the inspection of the Superintendent; (b) The Superintendent has power to examine every agency located in California of any foreign bank or banking corporation, for the purpose of ascertaining whether it has complied with the laws of the state, and for such other 328 -2purposes as the Superintendent may prescribe (G.L.Calif., supra can 124). (2) Organization of Banks. Previous written consent of Superintendent is necessary for organization (G.L.Calif., supra 8 127). (3) Reports: Domestic and foreign banks doing business in California have to report at the call of the Superintendent (G.L.Calif., supra 88 129, 130, 130a, 131, 132). *(4) FEDERAL COOPERATION. During an emergency period prescribed STILL IN FORCE by the President each State bank must conform to any order or orders of the Superintendent of Banks, directed to any such bank, with relation to the regulation or regulations, etc. which are applicable thereto, prescribed by the Secretary of the Treasury or the Comptroller of the Currency or the Federal Reserve Board regulating or governing the operation of any bank which may be a member of the Federal Reserve System (G.L.Calif., supra 8 135b). (5) Loans from Reconstruction Fiance Corporation and Federal Reserve Bank. Consent of Superintendent required (G.L. Calif., supra 88 135e, 135f). (6) Borrowing Federal Funds. Superintendent authorized to borrow from RFC and other agencies authorized to lend to re- ceivers, liquidating agents, etc. (G.L.Calif., supra § 1363) *(7) Examination of Banks by Federal Agencies. The Superintendent may accept in lieu of the directors' examination any examination made for the year in question by the Federal Reserve Bank of San Francisco, by the Federal Deposit Insurance Corporation or other similar Federal agency. (8 139) (8) Purchase of Stock of Federal Home Loan Bank. Consent of Superintendent necessary. (8 37) (9) Examination of National Bank Receiving Deposits from State Bank. Any national bank, in this state, other than a federal reserve bank, receiving the deposits of any bank organized and conducting business under this act, must, at the request of the superintendent of banks, submit to an examination by him, or his duly appointed examiners, should the superintendent of banks in his discretion deem it necessary or desirable that such examination be made; and the expense of such examination shall be paid by such depositary bank; and if any such bank shall refuse to permit such examination to be made by, or under the direction of, the superintendent of banks, then the superintendent of banks shall notify in writing every bank depositing its funds with such bank, to withdraw its deposits therefrom, and all such banks shall comply with such order. I Amended by Stats. 1913, p. 157; 329 -3Stats. 1915, p. 1112.7 (G. L. Calif., supra 8 48) (10) Right of Savings Bank and Departmental Bank Having Savings Department to Become National Bank. Superintendent must be notified. (@ 56a) (11) In addition to the foregoing the Superintendent has the usual powers over loans, mergers, deposits, etc. 330 December 7, 1938 FOR THE SECRETARY: Mr. Crowley today gave me a copy of a letter and a memorandum which he had sent Preston Delano in answer to Mr. Delano's proposed agreement with the Bank of America. The FDIC program as set forth in the memorandum was much more hard-boiled and specific than the Comptroller's five points and particularly mentioned practices which must not be repeated. In his letter Mr. Crowley urged that the conferences with the Bank not interrupt preparation of a letter of warning which could be sent to the Bank. ESD 331 20: Miss Chauncey In accordance with telephone conversation Mr. Hanes just had with the Secretary, the attached two letters to Mr. Jones should be mailed tonight. J. Rademacher 12-8-38 4:30 P.M. to Jane my messengh m 12/8/38 I'm as 5pm From: MR. HANES 332 Centlement The Anglo California National Bank of San Francisco, San Francisco, California, is is need of additional funds for capital purposes. with the approval of the President, I, therefore, request that the Reconstruction Finance Corporation subscribe to $10,000,000 par (8mil) value of preferred stock of The Anglo California National Bank of San Francisco, San Francisco, California, at a total price of $20,000,000, such stock to be retirable at not less than the purchase price thereof, namely $20,000,000. Tour purchase of this stock should be conditioned upon an undertaking by the Bank that in its financial statements the preferred stock item will be followed by an explanatory note disclosing the dividend rate payable on such stock and the subscription price upon which dividends will be based and repayment made in the event of retirement or liquidation of the stock. This explanation should appear in all of the Bank's financial statements, including statements required to be made and published by law as well as statements used in counter slips and in all other forms of advertising and publication. Before making this request I have considered the problem of manage- ment in this Bank satisfactory from the standpoint of the safety of Federal funds to be advanced to 11. This angle of the matter, I take it, is covered by our exchange of letters of December 7th. I make this request pursuant to the provisions of Section 304 of the Act approved March 9. 1933 (Public No. 1 - 73d Congress). as amended. This bank appears on Schedule National No. 383. Very truly yours, Secretary of the Treasury Reconstruction Finance Corporation, Washington, D. C. you F.14th MR 10 a. Eso use 333 Centiment The Angle California National Beak of San Translees, San Francisco, California, is in need of additional funds for capital purposes. with the approval of the President. I. therefore, request that the Reconstruction Finance Corporation subscribe to $10,000,000 par 8 mile) value of preferred stock of The Anglo California National Bank of San Francisco, San Francisco, California, at a total price of $20,000,000, such stock to be retirable at not less than the purchase price thereof, namely $20,000,000. Tour purchase of this stock should be conditioned upon an undertaking by the Bank that in its financial statements the preferred stock item will be followed by an explanatory note disclosing the dividend rate payable on such stock and the out scription price upon which dividends will be based and repayment made in the event of retirement OF liquidation of the stock. This explane tion should appear is all of the Bank's financial statements, including statements required to be made and published by law as well as state- sents used in counter slips and is all other forms of alvertising and publication. Before making this request I have considered the problem of manage- ment in this Bank satisfactory from the standpoint of the safety of Federal funds to be advanced to 10. This angle of the matter. I take it, is covered by our exchange of letters of December 7th. I make this request pursuant to the provisions of Section 304 of the Ast approved March 9. 1933 (Public No. 1 - 734 Congress). as amended. This bank appears on Schedule National No. 383. Very truly yours, Secretary of the Treasury Reconstruction Finance Corporation, Fashington, D. c. 334 Centilement The Angle California National Deak of San Transiene, San Transiece, California, is in need of additional funds for capital purposes. with the approval of the President, 3. therefore, request that the Reconstruction Finance Corporation subscribe to $15,000,000 par (8(mil) value of preferred stock of The Angle California National Bank of San Francisco, San Francisco, California, at a total price of $20,000,000, such stock to be retirable at not less than the purchase price thereof, namely $20,000,000. Your purchase of this stock should be conditioned upon on undertaking by the Bank that in its financial statements the preferred stock item will be followed by an explanatory note disclosing the dividend Fate payable on such stock and the subscription price upon which dividends will be based and repayment made is the event of retirement OF liquidation of the stock. this explana tion should appear is all of the Bank's financial statements, including statements required to be made and published by law as well as state mate used in counter slipe and in all other forms of alvertising and publication. Before making this request I have considered the problem of manager ment in this Bank satisfactory from the standpoint of the safety of Federal funds to be advanced to 10. This angie of the matter, I take 11, 10 covered by our exchange of letters of December 7th I make this request permant to the provisions of Section 304 of the Ast approved March 9. 1933 (Public No. 1 - 734 Congress), as amended. This bank appears on Schedule National No. 383. Very truly yours, Secretary of the Treasury Reconstruction Finance Corporation, Fashington, D. c. 335 Centiment The Anglo California National Bank of San Francisco, San Francisco, California, is in need of additional funds for capital purposes. with the approval of the President, I. therefore, request that the Reconstruction Finance Corporation subscribe to $10,000,000 par (oni) value of preferred stock of The Anglo California National Bank of San Francisco, San Francisco, California, at a total price of $20,000,000, such stock to be retirable at not less than the purchase price thereof, namely $20,000,000. Your purchase of this stock should be conditioned upon an undertaking by the Bank that in its financial statements the preferred stock item will be followed by an explanatory note disclosing the dividend rate payable on such stock and the out scription price upon which dividends will be based and repayment made in the event of retirement OF liquidation of the stock. This explanation should appear is all of the Bank's financial statements, including statements required to be made and published by law as well as state ments used in counter elipe and is all other forms of aivertising and publication. Before making this request I have considered the problem of manage- ment in this Beak satisfactory from the stanlpoint of the safety of Federal funds to be advanced to 10. This angle of the matter, I take 11, is covered by our exchange of letters of December 7th. I make this request parment to the provisions of Section 304 of the Ast approved March 9. 1933 (Public No. 1 - 734 Congress). as amended. This bank appears on Schedule National No. 383. Very truly yours, Secretary of the Treasury Reconstruction Finance Corporation, Fashington, D. c. 336 Dear Jesses I have read with a great deal of interest your letter of December 7th, relating to the proposed management con- tract with the Anglo California National Bank and have noted especially your assurance that the Reconstruction Finance Corporation will undertake to proceed in any management changes that may be decided advisable by your Corporation, the Comptroller of the Currency, and the Federal Deposit Insurance Company, after proper consultation. Sincerely, The Menorable Jesse Jones, Chairman, Reconstruction Finance Corporation, Washington, D. C. HOICE ESD PE upon wet. RO 337 Dear Jesset I have read with a great deal of interest your letter of December 7th, relating to the proposed management con- tract with the Anglo California National Bank and have noted especially your assurance that the Reconstruction Finance Corporation will undertake to proceed in any management changes that may be decided advisable by your Corporation, the Comptroller of the Currency, and the Federal Deposit Insurance Company, after proper consultation. Sincerely, The Honorable Jesse Jense, Chairman, Reconstruction Finance Corporation, Washington, D. 0. HOICE 338 Dear Jesset I have read with a great deal of interest your letter of December 7th, relating to the proposed management con- tract with the Anglo California National Bank and have noted especially your accurance that the Reconstruction Finance Corporation will undertake to proceed in any management changes that may be decided advisable by your Corporation, the Comptroller of the Currency. and the Federal Deposit Insurance Company, after proper consultation. Sincerely, The Nenerable Jesse Jenes, Chairmen, Reconstruction Finance Corporation, Washington, D. C. HOSCO 339 Dear Jesset I have read with a great deal of interest your letter of December 7th, relating to the proposed management com- trast with the Angle California National Bank and have noted especially your securence that the Reconstruction Finance Corporation will undertake to proceed in any management changes that may be decided advisable by your Corporation, the Comptroller of the Currency. and the Federal Deposit Insurance Company, after proper consultation. Sincerely, The Secorable Jesse Jense, Chairman, Reconstruction Finance Corporation, Backington, 3. 6. HOICE 340 RECONSTRUCTION FINANCE CORPORATION WASHINGTON JESSE H. JONES December 7, 1938 OF THE BOARD Dear Henry: In re the Anglo-California Bank and the proposal that RFC management clause be expanded by a specific agreement that the management of the bank shall be satisfactory also to the Comptroller of the Currency and the FDIC, I should like to suggest that our usual procedure be adopted. It goes without saying that the RFC will cooperate with the other two agencies and will undertake to proceed in any management changes that may be decided advisable between the three agencies after proper consultation. The FDIC has ample authority to cancel its deposit insurance of any bank. The procedure is well set out in the law. The Comptroller of the Currency has supervision of national banks and can keep them sound by enforcing the law. of the 6119 banks in which we invested capital, more than 4800 in which we still have capital, 2927 banks have RFC management agreements. 1049 of these are national banks, 238 are member state banks, and 1640 are non-member state banks. The agreement with national banks is uniform and the agreement with state banks is uniform. In the opinion of our Board and those of our executives who deal wi th banks, it would be unfair to impose a different condition with Anglo-California, and also inadvisable. It is our thought that such strengthening of and changing in management of the Anglo-California can be best arranged at the January meeting, which can be accomplished through our management clause. We have the closest cooperation with the FDIC and expect to have equally as close cooperation with the Comptroller, all of us work- ing to the same end. With best wishes, Sincerely yours, Honorable Henry Morgenthau,, Jr. Secretary of the Treasury Washington, D. C. January Jan Chairman 341 December 8, 1938 FOR THE SECRETARY: The Banking Group consisting of Mesers. Hanee, Taylor, Dalano, Upham, Oliphant, Foley, Gaston and Duffield met in Mr. Hanes office to discuss the Anglo-California National Bank case. Mr. Hanes explained that the Secretary had signed three letters to the RFC asking for purchase of preferred stock in the Bank, one letter using the standard form, a second letter stating that the Comptroller and the FDIC must be satisfied with the performance of the management contract by the Bank and a third which referred to the Treasury's exchange of correspondence with the RFC on Dec. 7-8 on the management problem. The group was to choose the letter to be sent. Mr. Hanes said he preferred the third letter. Mr. Taylor said he preferred the first letter which omitted all mention of the management question and relied on the exchange of private letters. Mr. Gaston agreed with this view. Mr. Oliphant objected saying that he thought the Secretary should not transact public business through private letters. Mr. Duffield expressed preference for the second letter. A compromise agreement was reached on the third letter. Mr. Hanes reported that Mr. Berg, the Standard 011 Co. director on the Bank's board, had told Jesse Jones that by insisting upon reduction of the Bank's common stock par value from $10,000,000 to $5,000,000 the Treasury was doing the Bank more harm than would come 342 -2from any other one action. Mr. Jones had not explained Mr. Berg's reason beyond mentioning general unsettlement, according to Mr. Hanes who added that in his own belief the RFC was trying to obtain a concession for the Standard 011 interests in order to facilitate the Standard 011 loan to Mortimer Fleishhacker. Mr. Duffield observed that in his opinion the Treasury was being traded out of every reform it wanted in the Bank, that it had failed to get RFC assurance that Mortimer Fleishhacker would be removed and that the Treasury was not being asked to give up a recapitalization plan which it thought honest and desirable. Mr. Delano replied that he did have verbal assurance from Mr. Jones that at the January meeting of the Bank the RFC would replace Mr. Fleishhacker with the new presi- dent, elevating Mr. Fleishhacker to the chairmanship "with his wings clipped;" he added that he did not like to see closing of the deal held up because of the common stock question. Mr. Hanes said that he too disliked seeing the deal blocked by insistence upon a change in the common stock's par value. Mr. Upham agreed with this view but pointed out that, on the other hand, a purchase of preferred stock in the Anglo-California without any immediate change in Mr. Fleishhacker's position or any sacrifice by the common stockholders would lay Secretary Morgenthau open to charges by Giannini that he had tolerated the Fleishhackers' misdemeanors and even allowed them to publish a fictitious common stock value. Mr. Taylor, Mr. Gaston, Mr. Foley and Mr. Duffield were for standing firm on the common stock reduction, and Mr. Hanes said he would so inform Mr. Jones. ESD December 8, 1938 M 343 FOR THE SECRETARY: The Banking Group consisting of Messrs. Hanes, Taylor, Delano, Upham, Oliphant, Foley, Gaston and Duffield met in Mr. Hanes' office to discuss the Anglo-California National Bank case. Mr. Hanes explained that the Secretary had signed three letters to the RFC asking for purchase of preferred stock in the Bank, one letter using the standard form, a second letter stating that the Comptroller and the FDIC must be satisfied with the performance of the management contract by the Bank and a third which referred to the Treasury's exchange of correspondence with the RFC on Dec. 7-8 on the management problem. The group was to choose the letter to be sent. Mr. Hanes said he preferred the third letter. Mr. Taylor said he preferred the first letter which omitted all mention of the management question and relied on the exchange of private letters. Mr. Gaston agreed with this view. Mr. Oliphant objected saying that he thought the Secretary should not transact public business through private letters. Mr. Duffield expressed preference for the second letter. A compromise agreement was reached on the third letter. Mr. Hanes reported that Mr. Berg, the Standard 011 Co. director on the Bank's board, had told Jesse Jones that by insisting upon reduction of the Bank's common stock par value from $10,000,000 to $5,000,000 the Treasury was doing the Bank more harm than would come 344 2. from any other one action. Mr. Jones had not explained Mr. Berg's reason beyond mentioning general unsettlement, according to Mr. Hanes who added that in his own belief the RFC was trying to obtain a concession for the Standard 011 interests in order to facilitate the Standard Oil Joan to Mortimer fack Fleishhacker. Mr. Duffield observed that in his opinion the Treasury was being traded out of every reform it wanted in the Bank, that it had failed to get RFC assurance that Mortimer Fleishhacker would be removed and that the Treasury was now being asked to give up a recapitalisation plan which it thought honest and désirable. Mr. Delano replied that he did have verbal assurance from Mr. Jones that at the January meeting of the Bank the RFC would replace Mr. Fleishhacker with the new presi- dent, elevating Mr. Fleishbacker to the chairmanship "with his wings clippeds" he added that he did not like to see closing of the deal held up because of the common stock question. Mr. Hanes said that he too disliked seeing the deal blocked by insistence upon a change in the common stock's par value. Mr. Upham agreed with this view but pointed out that, on the other hand, a purchase of preferred stock in the Anglo-California without any immediate change in Mr. Fleishhacker's position or any sacrifice by the common stockholders would lay Secretary Morgenthan open to charges by Giannini that he had tolerated the Fleishhackers' statement misdameanors and even allowed them to publish a fictitious common stock value. Mr. Taylor, Mr. Gaston, Mr. Foley and Mr. Duffield were for standing firm on the - common stock reduction, and Mr. Hanes with said he would so inform Mr. Jones. ESD Dec , 93 & 345 MEMORANDUM WITH RESPECT TO "SHORT AGENDA". @@@@@@@ 1. Immediate elimination of the Transamerica excessive loan. While we do not agree that this is an excessive loan under Section 5200, U.S.R.S. the total amount has been reduced $4,700,000 since the examination. 2. The elimination by Transamerica Corporation and its affiliates of approximately $15,000,000 in assets purchased by the bank. This has been responded to under numbers 2, 3 and 4 of the "Long Agenda." 3. Bank to agree that it will not write up on its books the value of any asset which it retains and that no profit will be taken by the bank on any asset sold to an associated company unless such sale is bona fide and without recourse on the bank. We agree with this principle. 4. Elimination of the "other real estate" and the real estate contracts of Capital Company and California Lands, Inc., within a five year period. We agree with this program. 5. A cessation in the expansion program of the Bank of America. 6. A conservation of earnings. 7. Increase in the capital by $50,000,000 by the sale of new stock at once. 346 (a) " cessation of the expension program of the Bank of America National Trust and Savings Association and of Transamerica." No should like to point out that any further expension of the Bank of America in the form of additional branches is controll- able by your office. As for the activities of Transcarces, I do not feel that I can properly commit. However, I would like to say that it is my judgment that the expansion program of both of these institutions is practically completed and that, with minor exceptions, there will be no further acquisition of banking institutions. (b) *A conservation of earnings." We will undertake that whenever and as long as the ratio of net sound capital to unsecured demand and time deposits is less than one to ten there will be no declaration of dividends in an amount to exceed the improvement in net sound capital during the period next preceding that for which the dividend is declared. (c) "Increase in capital." A ratio of one to ten as between net sound capital and unsecured time and desand deposits will be maintained. Any addition to capital necessary as a result of this commitment will be accomplished as promptly as practicable after the result of the examination now in progress is known and the slow classification reviewed. The added capital which is then disclosed as necessary to maintain this ratio will be secured either from private sources or from the Reconstruction Finance Corporation. It is agreed that this added capital. if obtained from the Reconstruction Finance Corporation will be secured prior to any termination of the lending powers of that Corporation and in any event (from whatever source obtained) not later. than June, 1939. December 10, 1938 Dec 4.1938 MEMORANDUM WITH RESPECT TO "LONG AGKNDA 347 1. "Real estate in the amount of $1,578,005.40 now being carried under Banking Houses should be transferred to the other real estate account." This item consists of various parcels of real estate, some of which have been sold and some of which have now been occupied by branches. The remiidder will be transferred to the other real estate owned account as requested, with the exception of property at Pine and Montgomery Streets, San Francisco, carried at $1,280,000. This latter property is planned for use as a head office and the bank has agreed to transfer this amount to other real estate owned account if its plans for the occupancy of it have not matured by the second examination next year. 2. "Real estate in the amount of $5,875,000.00 illegally purchased by the Merchants National Realty Corporation, a wholly owned affiliate, from Transameries Corporation through Capital Company should be removed for cash." This item has been reduced to $4,700,000. While the terms of the contract would permit 8 years more for the complete liquidation we will endeavor to obtain liquidation comple tely by July 15, 1942. 3. "The illegal repurchase of the charged off assets in the amount of $5,524,096.03 from subsidiaries of Transamerica Corporation and guaranteed by it should be removed for cash." Now reduced to $4,700,000. We will insist upon the terms ation at the rate of not less than $1,300,000 per year and complete elimination of the items by July 15, 1942. of this contract being carried out. This calls for liquida- 4. "The illegal sale of National City Bank stock in the amount of $2,716,800.00 by Transamerica Corporation to the bank should be removed for cash." Now reduced to $2,200,000. In order to improve this asset we will endeavor to obtain a definite agreement of purchase from Transamerica by which this stock will be repurchased 348 in annual installments of 11,300 shares on July 15, 1939 and annually with the complete elimination by July 18. 1942. Further we will endeaver to obtain a general pledge agreement from Transamories Corporation tying in the collateral now pledged to secure their guarantee. 5. "The illegal purchase of National City Bank stock in the amount of $79,600.00 from fransamories General Corporation should be removed by it for cash." We will either sell this item or eliminate it by charge off. 6. "stocks and bonds illegally acquired totaling $1,384,358.04 should be disposed of by sale. All items in this group either have been or will be removed, with the exception of $505,000 par value Earl Fruit Company, with respect to which the examiners and the bank have agreed as to legality. 7. "The remaining balance of $2,885,597.55 of the original bond write up, less applicable amortization reserves, should be charged off. This item will be removed by the next examination. 8. "Depreciation on banking houses and fixtures in the amount of $3,200,553.76 taken for income tax purposes should be charged off and full allowable rate taken in the future." We request that our present depreciation schedule which would eliminate the depreciable investment in banking premises, furniture and fixtures by 1952 be continued. 9. "The sixteen loans. illegally made on 1277 shares of bank's own stock should be immediately corrected." This item has been corrected. 349 3- 10. "The illegal and other criticised portions of the Transamerica Corporation Large Line in the aggregate amount of $76, 203, 902.44 should be eliminated. of this amount $44,765,677 92 is classified as slow, $1,325,943.54 loss and $15,750,000.00 Especially Mentioned:" is criticised under "Other Loans as This concentration has been reduced $8,200,000 since the date of the examination. Guaranteed loans and option to purchase have been referred to under numbers 3 and 4 above. Real estate contracts on the basis of sales are expected to entirely liquidate in approximately 4 years. 11. "The A. O. Stewart Large Line in the amount of $11,013,003.96 which is classified as $4,500,000.00 slow should be relieved of its heavy dependency upon default ed railroad bonds eithercollateral." by reduction or substitution of more readily marketable We have not agreed with the classification of this item request a detailed review on the next examination. 12. "The Impounded German Credits in the amount of $7,964,961.76 which is classified as $3,723,441.32 slow, $2,097,219.46 doubtful and $2,000,000.00 loss should be charged down to its present liquidating value." The loss classification of $2,000,000 has been charged off. An additional $1,000,000 will be charged off during the current examination now in progress and the balance of the loss classification will be charged off at the next examination. 13. "Practice of acquiring illegal assets from unit banks converted into branches must cease. The major portion of the $18,613,693.74 of illegal real estate mortgages were acquired in this manner as well as the $96,391,242.02 of other real estate acquired since conversion in 1927." We agree with this principle. 350 .414. "Dormant balances in the amount of $520,732.94 have been confiscated since 4-10-38 through service charges whish should be restored and properly shown as a deposit liability." We have requested that this be considered by our counsel and counsel for the department. 15. "All dividends declared and unpaid should be deducted from the undivided profit account and properly shown as a liability." Correction has been made. 16. "No new loans should be made on the bank's own stock and that of Transamerica Corporation and all such loans now held should be eliminated as rapidly as possible." with regard to loans on Transamerica stock we agree with the principle, with occasional exception where stockholders may require moderate amounts for their business purposes and can demonstrate their ability to repay without relying upon the sale of the stock. 17. "All loans to Transamerica Corporation and its allied interests should bear the prior approval of the Board of Directors which should be specifically noted in the minutes." We agree to this procedure. 18. "All loans to Transamerica Corporation, its subsidiaries and their allied interests should be limited in the aggregate to 10% of the unimpaired capital and surplus of the bank other than those given for the legal purchase of assets and those that can be legally made based upon listed securities of corporations other than those allied with Transamerica Corporation." We agree to conform to the provisions of Section 5200. 351 19. "The welfare of Transamerica Corporation must be com. pletely diversed from the welfare of the bank at least until such time as it has been restored to a satisfactory condition." It is our conviction that Transamories has primarily held the welfare of the bank foremost in its consider ation and we are confident will continue to do 00. There can be no basis for disagreement on the principle enunciated. Copied 12/12/38 352 December 12, 1938 The Secretary To: From Mr. Names The majority of the Beaking Group at a meeting is my office today voted to leave the common stock of the Anglo-California National Bank at $10,000,000 provided full disclosure of the preferred stock out-back is made in all of the Bank's statements. The Group therefore recommends to you that you request the RFC to invest $20,000,000 in the Bank's preferred stock which will be shown on the Bank's statement at a par value of $8,000,000 and which will be footnoted to show that it is retirable at $20,000,000. The members of the Group voted as follows on the questions Should the common stock of the Bank be left at $10,000,000 par value instead of being out to $5,000,000? Yes - Names, Taylor, Oliphant, Gaston, Felay, and Folger. No - Upham, Sedlacck, and Deffield. (Initialed) J.W.Hanes OK ESD: ce MEMORANDUM FROM 353 EDWARD S. GREENBAUM 285 MADISON AVENUE NEW YORK CITY December 12, 1938 To Mr. Morgenthaus I thought you would be interested in this. The Big Bad Wolf seems to be disappearing. I hope so anyway. E.S.G 354 LAW OFFICES OF JOOD JESSE H. STEINHART ONE ELEVEN BUTTER SAN FRANCISCO December 9, 1938 Mr. Edward Greenbaum 285 Madison Avenue New York City, New York My dear Mr. Greenbaum: The other day I wrote you saying that it had been reported to me that Giannini felt he had made a mistake in the statements he had made before and that he regretted the same. Things worked out so that I had an opportunity of discussing the matter with him and he reiterated this to me. Enclosed you will find a statement that will appear Monday in the Bank of America newspaper and will be given extensive California. publicity throughout the press in Kindest regards, JHS:PB Enc. 355 Americans can do a big job for world stability without getting themselves entangled in the affairs of foreign countries, according to P. Giannini, founder of Bank of America. "It can be done through example," declares the California financier. "We can prove that every race and every creed has something important to contribute to our economy, to our culture, and to our spiritual progress. "The vice of intolerance has been the wrecker of empires throughout all history. On the other hand, America's famous melting pot has produced an alloy from which has been forged the stuff that is America--8 land where scientific progress thrives, where invention creates new industries, where the language of music speaks in a new and vibrant voice, where art and literature take on new freshness, where standards of living rise steadily higher and where individual opportunity exists as nowhere in the world. "We are jealous of our constitutional freedom. Yet freedom of the individual depends upon his respect for the freedom of his neighbor. We preserve freedom for ourselves by extending it to others. "It is important, therefore, that we practice tolerance in this country as never before, and that we steadfastly fight against any form of racial or religious prejudice or hatred, whether it involves Catholic, Protestant or Jew. "At a time when crushing handicaps are being imposed on race and creed in other lands, we should bend increasing effort to demonstrate the equality that underlies the American philosophy. "That example and its fruits," Giannini concludes, "will show the world that the American Way' is the bestway, the way of richer and happier living." 356 December 13. 1938. Dear Mr. O'Connert On behalf of the Secretary I am acknowledging your letter of December 9th, and the enclosed clipping. Mr. Morgon them appreciated your thought in sending this to him. Sincerely yours, / H. 5. Nota. Private Secretary. Heaerable 3. F. 2. O'Cenner. 3400 Wilshire Doulovard, Les Angeles, California. GEF/dbs LOS ANGELES DECEMBER 9. 1938 BANK-AMERICA L. M. Giannini Meets Currency Comptroller WASHINGTON, Dec. 8.M. Giannini, president, and William Bauer, vice president of INCOME TO the Bank of America National Trust and Savings Association of San Francisco, conferred today ALL-TIME HIGH 1938 Will Be Best in 34-Year History, Says Transamerica Chief "TA 42 Pct. Owner DAN FRANCISCO, Dec. 8.- John M. Grant, president of Transamerica Corporation, in a statement today said: with Preston Delano, Comp troller of the Currency. After the meeting, a Delano aide said Glannini came only on a routine visit such as is made by scores of bankers from time to time. The Comptroller of the Currency supervices all National banks. The ecurities and Exchange Commission recently ordered a hearing to determine whether whether stock of Transamerica "In view of the wide publielty given to the Securities Corporation should be suspended trading on stock exchanges. and Exchange Commission's lary of Transamerica in 1937 when Transamerica filed the order> for hearing It is perhaps fitting for Transamerica Corporation, whose chief asset constitutes 42 per cent of the "anding stock of Bank of f , rica N.T. to report to Its stockholders through the press that according to figures given to the corporation by the bank the bank's net Income for 1938 will be the greatest In Its 34-year history. NET INCOME RISES "With deposits at an all-time high and a greater aggregate of loans outstanding than ever before, figures for the first 11 months of the year show net Income to be $22,911,000, as compared with $19,205,000 for the full year 1987 before provision for amortization of bond premiums and depreciation on banking promises but after accrual for taxes and all other expenses. After payment of dividends amounting to $9,600,000 and the allocation of $1,200,000 to em- ployees under the profit-sharing bonus plan, it is anticipated that In excess of five million dollars will be added to capital funds at the year end." LOSS PROVISIONS Provision has been made for all of the loss classifications in latest examiner's report of bank. with the exception of $2,484,331. of which $1,500,000 is subject to review, according to Mr. Grant Payment of regular quarterly dividends on the bank stock at the rate of $2.40 per share per annum will be made December 31 to stock of record December 15. ank of America was a subsid- registration statement which the commission now alleges contained Inacurate and misleading information. Transamerica hold ings of Bank of America stock have since been reduced to 42 per cent. 357 1 7 J.F. T. [''Connor had already 3400 Wilshire Houlsward Las Angeles peen December 9th 1938 Dear Henry; I am sure the enclosed statement in our Calif- ornia papers will be of interest. Governor and Mrs. Lehman spent several weeks at the Ambassador and we had several very pleasant chats. Our temperature reached 92 degrees today. This is the highest in forty years. Hope everything goes well in the Treasury. Cordially yours, Hon Henry Morganthau, Jr Secretary of the Treasury Washington. D. U. J. FL F. b'Connor Jay 358 359 RECONSTRUCTION FINANCE CORPORATION WASHINGTON December 13, 1938 Dear Mr. Hanes: Inclosed copy of memorandum intended to include the tentative conclusions reached at our various conferences with reference to the Bank of America. Item 20 is intended to cover item (a) in the short agenda as it applies to national banks. Item 19 is intended to cover item (b) on the short agenda. Item 1 is intended to cover item (c) on the short agenda. Items 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 14, 16 and 17 are the so-called technical matters tentstively agreed upon by the Comptroller's Office and representatives of the bank. I do not recall whether item 8 exactly expresses the agreement with respect to this subject but seems reasonable. The last sentence of item 13 is included at the request of Mr. Giannini not for the purpose, as he states, of supporting the market of Transamerica stock nor to be used as a policy, but to accommodate only small borrowers as may be interpreted by the Comptroller's Office. Items 15 and 18 are desirable. Sincerely yours, (Signed) Mr. John : Hanes, Under ecretary of the Treasury, Washington, D. C. Jesse H. Jones 360 RECONSTRUCTION FINANCE CORPORATION Washington December 13, 1988 MEMORANDUM yes Bank of America Reference is made to the various communications in recent weeks between the Comptroller's Office and the Bank of America N.T. & S.A. dealing with departmental oriticism of the bank's management, including dividend policies and certain specified items, and with particular reference to the department's letters to the bank of September 23 and November 23. After several conferences between L.M. Giannini, President, E. Blauer, Vice Chairman, and Russell Smith, Cashier, of the bank, Chief National Bank Examiner Folger, Assistant Chief Na- tional Bank Examiner Clarence Smith, and Examiner Sedlacek, some of which conferences were attended by Comptroller Proston Delano, Deputy Comptroller Upham, Under-Secretary of the Treasury Hanes, Leo Crowley, Chairman of the Federal Deposit Insurance Corporation, Chairman Jones and Sam Husbands of the RPC, the following would seen to constitute an acceptable program for adjustment of differences between the Comptroller of the Currency and the bank. 1. Due to the widespread operations of the bank, its great Corporation and its allied interests, the bank should effect and reasonably maintain a sound capital structure having a ratio of its entire deposits of, say, one to ten. The amount of any additional capital required for this ratio to be deter. mined after the result of the examination now in progress, including a review of the items classed as slow. The increased capital should be in the bank as early as practicable after the number of branches, and close affiliation with Transamerica amount shall have been determined, but in no event later than June 30, 1939. 2. Real estate in the amount of 81, 1,578,005.49 now carried under the heading of "banking houses should be adjusted satisfactory to the Comptroller. 3. The real estate item of $4,700,000 acquired through purchase from the Merchants National Realty Corporation should be com- pletely liquidated by July 15, 1942, such liquidation to be diligently pursued. It is noted that this item has been reduced from $5,875,000 since the last examination. 361 2 4. - The $4, 700,000 balance due upon the item of "guaranteed loans' should be liquidated at the rate of not less than $1,300,000 per year and completely eliminated by July 15, 1988. This item has been reduced from $5,524,000 since the last examination. 5. The bank should obtain a definite agreement from Transamerica to purchase the 45,200 shares of National City Bank stock at its cost to the Bank of America N.T & Soho, $2,200,000, in annual installments of not less than 11,300 shares, with provision for complete elimination by July 15, 1942. This item has been reduced from $2,716 ,800 since the last examination, Transamerica having purchased 11,300 shares at the option price of $48.00 per share. The bank should also obtain a general pledge agreement from Transemerica adding as security the collatoral now pledged to secure the "guaranteed loans." 6. Stocks and bonds to the amount of $879,358.04 especially criticised should be disposed of as soon as possible, and not later then June 30, 1939. 7. The remaining balance of approximately $1,500,000 of unrealised bond write-up should be eliminated by June 30,1939. 8. Depreciation of banking houses, furniture and fixtures should be continued so that the entire item, exclusive of the cost of the land, will be eliminated in not more than 18 years. 9. The 16 loans made on 1277 shares of the bank's own stock should be immediately collected or corrected to the satisfaction of the Comptroller. 10. The A. O. Stewart line listed at approximately $11,000,000, of which $4,500,000 is classified as slow, should be made satisfactory to the Comptroller. 11. The bank should agree that it will not acquire from unit banks, which have been converted into branches, assets which national banks are not authorised to own. 12. Any dividends declared should at the time of the declaration be deducted from the undivided profit account and carried as a reserve for dividends. 362 $- 15. The statute which prohibits a national bank from lending upon its own stock should be strictly enforced, and the same principle should be applied to loans on Transamerica stock. In justice to the bank and its clientele, the bank should be allowed to extend accommodations to stockholders of Transamerica in small amounts for their business purposes, accepting Transamerica stock as supporting security, when they can demonstrate their ability to repay the loan without relying upon the sale of the stock to pay it. 14. Any loans to Transamorica Corporation and its allied interests should have the prior approval of the Board of Directors of the bank and the approval recorded in the minutes of the board meeting. 15. Loans to Transamerica, its subsidiaries, and allied interests should be brought within the legal limit allowed to one interest as soon as possible, and not later than July 15, 1942. 16. The bank should not be permitted to write upon its books the value of any asset which it retal ns, and no profit should be taken by the bank on any assets sold to a related company, unless such sale is a bone fide sale and without recourse on the bank. If any such sale is made other than for cash, the note or notes taken in payment or part payment therefor should be properly secured. 17. The bank should eliminate "other real estate" and the real estate contracts of Capital Company and California Lands, Inc., such elimination to be diligently pursued, and completed by December 15, 1943. 18. The bank should agree that any criticised items not covered herein will have prompt and effective attention, and that it will cooperate with the Comptroller of the Currency in an effort to bring all matters pertaining to the bank in line with his requirements. 19. Because of its size and dominant position in the territory it occupies, the bank should keep its capital structure extraordinarily strong through a conservation of earnings by a conservative dividend policy. After the bank's capital structure 363 - beenamount adjusted as provided in item (1) herein, in determinof to has be ing given the increasing dividends the net to sound be paid capital consideration by additions should of a reasonable amount of net profits, and no dividends declared that will 11 be inconsistent with reasonably maintaining a one to ten ratio of capital to deposits. Upon the bank's agreement to the program outlined herein, approved by its Board of Directors, it should be free to declare its regular semi-annual dividend March 1939 if its Directors elect to do so, provided steps have been taken by the bank to increase its capital stock as provided in item (1) herein, including necessary notice to the stockholders given for that purpose. 20. The bank should agree to buy no more banks without permission of the Comptroller. 364 December 14, 1986. Dear Sins First was to admodielgo your note sending - the wint Mistory of the United States Postal service. I - ... that this 110020 peophlet is padied full of interesting material, and I am looking forward to Fending as very attentively. I also want to thank you for sending - the clipping in regard to the transameries Corporation case, together with the envelope in which 10 was mailed. This has been duly noted. Sincerely, Henry Morgenthau, Jr. Henorable James A. Farley, Postmater General, Washington, D. c. oxr/date 365 How SEC Won Public San Francisco News 11/28/1938 Finance and Industry® Transamerica Dispute With SEC Mainly Matter of Accounting Theories BY JOHN S. PIPER The News Financial Editer The Securities & Exchange Commission complaint against Transamerica Corp., made The SEC has performed a notable work in curtailing the activities of fraudulent operators in the securities business. Prior to its regime, Americana lost hundreds of millions of dol- lars annually to unscrupulous who operated fly-by-night ent ses. Its work in that field led is wide acceptance by finan. cial men and the public. ever, between an action designed to expose a deliberate fraud and a quarrel over accounting theories. Yet the SEC uses the same methods of phraseology in its public denun- clation of both. If a security operator who is known to be crooked claims in a registration statement that engt- ing" statements. The statements On the other hand when a cor- poration. such as Transamerica, files certain figures and accounting methods in a manner different from cline in the price of their stock complaint Friday. It would be hard to convince most of them that the SEC acted in their Figures Certified Many of the 18 items listed by the SEC in its complaint against Transamerica Corp. dealt with bookkeep- ing or accounting figures furnished for the registration statement by the independent firm of certified public accountants of Ernst & Ernst. To describes the obvious lies of a "gold "false and misleading on the part of the commission The SEC has been condemned by many brokers in the financial dise trict here for giving wide publicity to the references in its complaint against accounting figures of the Bank of America, N. T. A. The bank figures were furnished Transamerica from statements which al- investigation of the motives behind comptroller of the currency. In recent years the regulation of tained considerable popularity with eral Reserve Board, the National Banking Department and the Fed- since its inception find itself on the access to all operations of national defensive with the public. preme Court. A decision from the nation's highest court might not come for two or three years. In the meantime Transamerica stock would courts automatically would stay any national banks has been far greater than It was a decade ago. The Fed- the public, may for the first time If the decision there is adverse, It may appeal to the United States Su- hearing. ready had been accepted by the the SEC action. The net result of It all is that the SEC, which at- poration will have the right to ap- peal to the Circuit Court of Appeals the New York San Francisco and Le geles Stock Exchanges, since best interests. Thousands of them are likely to complain to their con- gressmen, demanding a Government If the commission issues a stop that which the SEC would have it use, SEC uses the same phrase "fal nd misleading statements" in its complaint and notice of a brick" promoter might be called which followed the release of the Finally, a month or six weeks later plaint, charging "false and mislead- SEC and Transamerica's manage- 200,000 stockholders. Almost all of them will blame the SEC for the de- the commission and the corporation order against Transamerica, the cor- ferences of opinion between the could not have been settled quietly. Transamerica Corp. has more than time. or it may require several weeks Thirty days after the conclusion of the hearing the trial examiner must file his report. although he may be allowed an extension of time. Then opinion. call such data "false and mislead. ing" in the same tone in which one ment over accounting theories america has been called for Jan. 16 in Washington. It may take a short ter of fact there is no evidence of a registration statement and uses rather than conserve values. It is unfortunate that any dif- Procedure at Hearing The SEO hearing against Trans- the commission may render its ment from almost all elements of the San Francisco financial opinion that in this instance th EC has gone out of its way to attempt to destroy, having recovered to $1,377,000,000. of gold on the property he is trying to sell to investors when as a mat- obviously are false and misleading have informally expressed the Elisha Walker faction. At the low point prior to his return deposits were down to 700 millions. Today they are almost double that level, may file exceptions to that report. corporation and its manage- as one Government agency free from political influence control after his historic and dramatic proxy victory over the neers agree that he has a mountain public late Friday, has brought sympathy and support to the the past have praised the SEC when A. P. Glannini came back into There is a vast difference, how. gold at all-the SEC issues a com- district. Many brokers and Corporation officials who in T. Bank of America today is in far better position than it was eral Deposit Insurance Corp. all have banks. It would be almost impossible for any bank to report "false and sleading statements. continue to be listed and traded on the ing of an appeal with the - order issued by the SEC. Ansamerica stockholders. there- one. need fear no delisting of their shares on national Security ex- changes in' the near future. P.O. BOX 3152 PERSONAL NATIONAL VISITS ASSOCIATION NOT DELIVERED IN FIVE DAYS RETURN TO SAN FRANCISCO. CALIFORNIA Bank of America Washington, D.C. Postmaster General Post Office Department Honorable James A.Farley 4 5 1938 RA NONE 08 18 6 U.S.POSTAGE 367 DEMOCRATIC NATIONAL COMMITTEE NATIONAL PRESS BUILDING WASHINGTON AMES A. FARLEY December 13, 1938. Hon. Henry Morgenthau, Jr. The Secretary of the Treasury Washington, D. C. Dear Henry: The inclosed article was received by me in the envelope attached. I assume it was sent by Mr. Giannini or someone in his organization. Sincerely yours, JAF:13 Jun 368 Draft of Letter of Warning (Dec. 15, 1938) (copy) Board of Directors, Bank of America National Trust and Savings Association, San Francisco, California. Gentlemens Reference is made to office telegram dated September 13, 1938, to National Bank Examiner R. E. A. Palmer (which was read to your Board of Directors on that date), to office letters dated September 13, 1938, September 23, 1938, and November 23, 1938, as well as to the letters dated September 15, 1938, and November 26, 1938, addressed to this office by Mr. A. P. Giannini, Chairman of the Board of Directors, and the letter dated October 11, 1938, signed by individual directors of the Bank of America National Trust and Savings Association, (hereinafter referred to as the bank). Being informed of the contemplated repetition of one of the patent unsafe or unsound banking practices, namely, the declaration of an unwarranted dividend, this office was impelled to dispatch the telegram of September 13, 1938, to Examiner Palmer and cause the same to be read to your Board of Directors on that date. The telegram of September 13, 1938, directed the attention of your Board of Directors to the provisions of Section 30 of the Banking Act of 1933 and warned specifically against the declaration of any dividend unless proper provision for criticised assets was first made. Despite that 369 2 easing and the continual criticisms heretofore made of the dividead policy of your bank, the Board of Directors declared the largest dividend since the bank was converted into a national bank, thereby precluding the possibility of making proper provision for criticised assets from earnings then on hand. In view of the apparent futility of the means heretofore employed by this office to bring about real correction of serious unsafe or unsound banking practices and violations of law, this office is now constrained to again direct the attention of each member of your Board of Directors and of each officer of your bank to the provisions of Section 30 of the Beaking Act of 1933 and to warn against the continu- ation of violations of law and the continuation of practices which are in the opinion of the Comptroller of the Currency maste or ansound practices and which are indicative of a dangerous trend. It is deemed unnecessary for the purposes of this letter to describe in detail each transaction or prastice discussed hereinafter because the letter dated October 11, 1938, signed by the several members of the Board of Directors indicates that each of the members is familiar with the matters hereinafter discussed and also because several successive reports of examination contain criticisms of the same matters, and it is assumed that each director has performed his duty by familiarising himself with the contents of the copy of each report of examination which has been furnished to the Board for that purpose. 370 -, Each transaction herein to be diseaseed constitutes in and of itself an ussafe or assound practice. In addition, the several trease actions taken together evidence an unsafe or unsound prockine which above all other is most iminical to the public interest, namely, the practice of injudiciously using the facilities of the bank for the benefit of Transamerica Corporation, its subsidiaries, and allied interests without due regard for the interests of the depositors and creditors of the bank. A study of those transactions leads us to believe that expansion, rather than safe and sound banking, has been the doni- nant factor in the formulation of the policies of the bank. Dividend Policy Since 1933 the dividend rate has steadily increased from 6% to 19.2%. Regardless of the accomplishments of the past few years (which period has been highly favorable from the standpoint of recoveries and restoration of former values), is is manifestly an meafe and unsound banking practice to disburse in the form of dividends the major portion of the earnings while the fixed and criticised assets (regardless of who was responsible therefer), as shown by the last report of examination, aggregate approximately $226,000,000, which is more than 200% of the capital structure of the bank as shown by its books. Consideration must be given to the increased investment by the bank in fixed assets during the past two years, such ass banking houses and fixtures to the extent of more than $7,000,000, real estate concentration to the extent of about $11,600,000 and Transamerica Corporation large line to the extent of more than $8,000,000. 371 -4In his letter dated December 24, 1936, to this office, the Chairman of your Board of Directors stated that all depression lesses had been charged off and that losses from current operations would be negligible. It appears, however, that from the and of the year 1936 to June 30, 1938, lesses actually charged off by the bank amounted to more than $9,300,000, and additional estimated lesses of approximately $8,200,000 were shown in the last report of examination, indicating that all of the so-called depression losses have not been taken and that losses from current operations are not negligible. No objection is made to the recent marked increase in public deposits secured by pledge of collateral. According to the last report of examination over 62% of all U. S. Government and other investment securities (constituting the choice investments of the bank) were pledged to secure these public deposits. However, in view of the vast amount of the securities which are pledged, the criticisms made of the remaining securities assume a vastly greater importance. The ration of the capital structure of your bank to deposits is out of proportion. The report of examination dated October 21, 1937, revealed $1.00 of not sound capital to each $10.76 of deposits, whereas the report of examination commenced on April 28, 1938, shows $1.00 of not sound capital to each $34.36 of deposits. Tab report of examination commenced on August 31, 1931, dis- closed that the net sound capital was reduced through lesses to $66,350,000. The last report of examination discloses a not sound 372 5 capital of $96,700,000 or as increase of about $30,000,000. This increase is substantially less than the profite on securities sold during the same period plus the $34,000,000 wite-up of Government and mulcipal securities in 1935 and 1936, some of which write-up has not been realised. It is obvious, therefore, that over the seven year period not operating prefite have not in reality been used to increase the not would capital of the bank. It is also worthy of note that the capital structure as shown by the books of the bank on June 30, 1938, was less than 2% greater than the total capital structure as shown by the books of the bank on December 31, 1930, whereas the total deposits of the bank increased from $995,351,214 to $1,351,130,419 or approximately 37% during the same period. The payment of dividends without first having used a sufficient portion of earnings to establish an adequate sound capital position and to provide against possible future adverse conditions and without first having used a sufficient portion of the earnings to eliminate all losses and a reasinable portion of the other criticised assets constitutes in and of itself on maste or resourced practice. Such payment of dividends is evidence of the practice of untaly favoring Transameries Corporation or its subsidiaries as is shown by the fact that in the past the substantial dividend payments have benefited in the main but one shareholder, namely, the holding company affiliate which owned 99.65% of the bank's stock and even at this Miss the Transemeries Corporation as owner of approximately 425 of the bank's stock will be the largest single bease fistary of any dividend payment. This dividend policy has been severely criticised in each report of amaination since 1933, as well as is 373 -6 several letters written by this office and in oral conferences by officers of your bank with representatives of this office. Transameries Corporation Larre Miss The last report of examination discloses that obligations totaling $76,000,000 (of which more than $44,700,000 are classified as slow) and representing about 68% of the capital structure (as shown by the bank's books) are substantially dependent upon the future prosperity, earning power and success of Transemerica Corporation, its subsidiaries and allied interests. That fact alone is sufficient to demonstrate the unsoundness of the practice of placing a large amount of the bank's resources in obligations or investments dependent for realising upon substantially one source. The Transamerica Corporation large line and the major portion of the individual items making up that line have been the subject of repeated criticisms in reports of examination, correspondence and con- ferences. This office agrees with the examiner's chassification of the so-called "guaranteed loans 85,524,096, the so-called Soption to purchase" National City Bank stock - $2,716,800, the California Lands, Inc., contracts, - $12,051,526, and the Capital Company contracts, $27,687,820, as a part of the Transamerica Corporation large line. A substantial part of the extensions of credit to subsidiaries of Transamorica Corporation, 0.840 Inter-Continental Corporation, $7,150,000, Transamerica Service Corporation, $7,600,000 and First National Cor- poration of Portland, $1,000,000, are supported by assets of various other non-berrowing, as well as borrowing, subsidiaries of Treasanories 374 -Corporation. The interchange of collateral and the series of inter company accounts shown by the balance shoots of various controlled subsidiaries indicate that those loans are for the accommodation of Transamories Corporation and its subsidiaries. The major portion of the securities pledged is reported to be permanent investments of the Transamerica Corporation and its subsidiaries and, therefore, no n stantial liquidation can reasonably be anticipated therefrom. Comparative figures reveal that between the dates of the last two examinations the indebtedness of Transamories Service Corporation increased almost $7,000,000,, whereas the direct borrowings of other subsidiaries were reduced to the extent of only about $2,000,000, thereby giving rise to the prosumption that the not proceeds of the increased amount of the borrowings of subsidiaries of Transemerica Corporation has been used directly or indirectly to further the expension program of the parent corporation. The practice of making capital loans of this type and in such substantial amounts is maste add resourd, a fortiori, when the Board of Directors did not formally approve the extensions of credit to Transameries Corporation or its subsidiaries. The existence of the Treasamories Corporation concentration plus the benefits derived by the Transamerica Corporation from the ree arrangement of its affairs in July, 1937, as hereinafter referred to in connection with the alleged elimination of its obligations under the so-called Inter-America Corporation contracts (see page 8, infra), 375 together with the use of bank funds through the instrumentality of the Merchants National Reality Corporation (shelly ouned by the bank) to purchase on-banking premises from the Capital Company (abolly over by Transameries Corporation), (see page , infro), definitely ovidences the meafe and resound practice of unduly favoring Transaction Corpora- tion and its subsidiaries. The elimination of this concentration along constructive lines of actual asset improvement and cash liquidation rather than more change of obligor OF form of obligation or re-asquisition by the bank of montisfactory or illegal assets is necessary in the interests of sound beaking. Inter-America Corporation Contracts Assets totaling almost $50,000,000 were classified as nonbankable and less in the reports of examination made in 1931 and 1932. Those assets to the extent of more than 635,000,000 were made the subject of three contracts (referred to hereinafter as InterAmerica Corporation contracts) entered into by and between the bank and Inter-America Corporation which was a wholly owned subsidiary of Transameries Corporation. The resainder of the nonbeniable assets and lesses were voluntarily charged off by the bank. In causing the sentracts to be executed and to be 002lateralised by securities of substantial value, Transemerion Corporation (which then over 99.65% of the stock of the bank and was, therefore, 376 responsible directly OF indirectly for the threatened depairment of the bank's capital structure) outmardly manifested a purpose to strengthen the capital position of the bank. Those contracts purported to represent way only to the public bus also to the Comptroller of the Currency and to national bank exeminers, binding obligations of the Inter-America Corporation as well as valid and liquid assets of the bank. Each of the original Inter-America Corporation contracts provided for payment of the balance of the purchase price of the nonbankable assets, depresiation, etc., covered thereby, at the empires tion of one year from the date of the respective contracts with in terest thereafter at the rate of 6% per anima on unpaid balances. From time to time the dates for performance of the contracts (and the consequent accural of interest thereon) were extended. These extensions were is reality for the benefit of Transemeries Corporation or its sidiaries. By virino thereof the bank was deprived of income contenplated by the original contracts. The extensions removed the contract obligations from the category of abod debts as defined in See. 5204 U.S.R.S., thereby making possible the payment of large dividends to Treasuneries Corporation or its subsidiaries. Finally, Transameries Corporation or its subsidiaries was enabled to avoid actual payment of the binding obligations created by the contracts. The extensions were clearly unsafe and resourd banking prastices. 377 - 10 The methods used in the alleged elimination of the enjor portion of the obligations created by the do-called Inter-America Corporation contracts constitute meafe and amoond practices in and of themselves and also evidence the ultimate weafe and I practice which has been followed by the bank is undaly favoring Trease America Corporation or its subsidiaries. The aethods are fully disclosed in the last report of examination under the heading "Large Line". It sufficisa here to call attention to some of the methods used, not one of which ma formally approved by the Board of Directors. First. In 1935 and 1936, certain Government and municipal bends were written up to the extent of approximately $14,000,000 and a like amount was applied on the obligations represented by the InterAmerica Corporation contracts. Those obligations could have been collected at their respective maturities by resort, if necessary, to the collateral pledged as security thereto and, therefore, those applications of credits constitute the making of gifts or the forgiving of debts, neither of which can be justified even on the theory that it serves as a means of avoiding a tax liability. The writing up of appreciation in securities without giving consideration to depreciation add lesses in other assets is not in accord with a banking principles and is an unsafe and unsound practice. The verious *wite-ups" were criticised in the reports of examination covering the respective periodo in which they occurred. 378 - 11 Second. On February 1, 1933, and January 2, 1934, the bank entered into contracts with wholly owned subsidiaries of Transameries Corporation, whereby the bank sold all of its charged off assets, in cluding those to be charged off in the future up to July 1, 1937, for a total consideration of $300,000. Subsequent to these sales, some of the charged off assets were liquidated and the proceeds thereof in the amount of $1,486,185 were credited upon the Inter-America Corporation contracts. On July 14, 1937, the bank repurchased from the Capital Company and California Lands, Inc. (successors to the original contract- ing subsidiaries) the residue of such charged off assets for a consideretion of 96,500,000 under a so-selled guaranty by Transamories Corporation that the bank would obtain through liquidation of said assets the account of the purchase price. In addition, the contract provided that Transamerica Corporation will share equally with the bank in all coveries over and above $6,500,000 until the year 1947. of the purchase price paid by the bank, 85,844,287 was made available to Transamories Corporation through a series of inter-company book entries and eventually was credited upon the obligations of Transameries Corporation on the Inter-America Corporation contracts. The remaining portion of the purchase price, appreciantely 8657,000, was utilised by California Lands, Inc. to reduce its liability to the bank under real estate contracts referred to hereinafter on page The repurchase of charged off assets evidences either the taking of a grossly inadequate consideration at the time of the original sale or the payment of an unconscionable price at the repurchase of the 379 - 12 assets and an illegal and unsurranted investment of bank funds. In addition, the transaction evidences tradue favorities to Transameries Corporation and its subsidiaries in that there was substituted for a valid and well-secured obligation of Transameries Corporation a group of previously charged off assets of very questionable value perporting to be secured by a long term guaranty of the Transamerica Corporation, thus further extending the time for payment of its original obligation. All of the recoveries past as well as future on the charged off assets should have been and should be used to take care of other losses and to strengthen the capital structure of the bank, rather than be made the subject of gifts either directly or indirectly to the Transameries Corporation and allied interests. Third. An additional portion of the obligation of Transamerica Corporation under the Inter-America Corporation contracts was allegedly eliminated by an alleged sale of 96,600 shares of stock of National City Bank of New York by Transsmerica Corporation to the bank for a consideration of $2,716,800 which our was applied as a credit upon the Inter-Ineries Corporation contract obligations. In the course of the transaction the bank gave to Transamerica Corporation a so-called Option to Purchase the National City Bank stock at the rate of 11,320 shares per year over a five-year period for the price at which the securities were purchased by the bank. Among the objectionable features of the so-called Option to Purchase National City Bank stock transaction ares 380 - 13 - (a) The bank took the stock under as arrangement cheroly Transaction Corporation rather than the bank would enjoy the benefits of any increase in the masket price, (b) The additional 18,400 shares of National City Bank stock allegedly pledged to the bank by Transactorica Corporation is inadequate to protect the bank against any appreciable drop in the market price of the stock, as is disclosed by the estimated loss of almost $1,000,000 shown is the last report of examination. (e) The bank is degrived of the right to dispose of the stock except to the extent that Transanories Corporation fails to exercise its option in any particular year. The purchase of the National City Bank abook constitutes an illegal investment of bank funds and a substitution of securities which the bank could not legally acquire for a binding and wellsecured obligation of Transanaries Corporation. Fourth. From time to time certain notes sold under the Inter-Ineries Corporation contracts were re-instated as assets of the bank and credit was given therefor to Transamerian Corporation on the contracts. Those restorations were occasioned by the increases in the market balue of collateral securing the respective notes and appear to have been based solely upon the faverable market price of the 381 -24collateral without regard to the financial worth of the makers of the notes or the future stability of the market. The writing up of loans, which were considered to be of such non bankable character as to be charged off, solely on the strength of an unrealised appreciation in value as a result of on increase in the market price of the collateral securing the same, is purely speculative, inconsistent with wellestablished sound banking principles, and wholly unjustified. Real Estate Concentration In reports of examination during the past several years the real estate concentration in the bank has been criticised. In general, the criticisms can be epitomised as followes 1. Real estate, formerly securing distressed loans and asquired through foreclosure or otherwise, has not been completely disposed of within the five-year period prescribed by statute but rather has been made the subject of several successive contracts with Capital Company and California Lands, Inc., the terms of which have been veried from time to time to meet the needs of those corporations (ambsidiaries of Transameries Corpora- tion) rather than to protest and benefit the bank. 2. Those en-banking premises acquired in July, 1937, by the Merchants National Realty Corporation (which is wholly owned by the bank) are not bankable assets and should have been disposed of for a cash consideration rather than retained and asmipulated through affiliated corporations over a long period of years. 382 - 15 . 3. The method of carrying Fether real estate" as #leans and discounts or @ather bonds, stocks and securities" on the books of the bank and in reports of condition tends to mislead the public. First. The original contracts under which the bank disposed of its "other real estate" were contracts made with National Benkitaly Corporation, which was wholly owned by shareholders of the bank. Subsequently, those contracts were canceled and new contracts were entered into between the bank and Capital Company and California Lands, Inc. (each of which is wholly owned by Transemerica Corporation). A brief chronology of the changes made in the successive so-called recales of foreclosed properties will disclose how the alterations in the contracts have benefited Transameries Corporation and its subsidiaries, and prejudised the interests and rights of the bank and its depositors. The original contracts provided for initial payments of 25% of the book value of the real estate sold, with interest at 6% per annua on unpaid balances, payment in full to be made within a period of five years, the purchasers to pay the taxes. These contracts were canceled and new ones entered into with Capital Company and California Lands, Inc. The last mentioned contracts provided for initial payments of 10% of the purchase price of the properties (determined by actual cost to the bank, rather than estimated value) and 10% each year thereafter with interest at the rate of 15 per annual on unpaid balances, but taxes to be paid by the bank. In April, 1934, those contracts were canceled and now contracts entered into between the bank and the same subsidiaries of Treasumeries 383 - 16 . Corporation shareby further benefits were given to the said corporations, is that no initial or down payment was required and 10% per annual was to be paid from and after two years from the date of acquisition. The annual 10% payments have no relationship to each property sold under the contracts but rather relate to the aggregate of the purchase price of all properties sold to each corporation. The new contracts provide for the acceptance by the bank at face value of any notes or sales contracts received by these corporations in payment for the real estate sold by them. Formal approval was not given by the Board of Directors to either the original contracts with Capital Company and California Lands, Inc., or to the successive revisions thereof. It is an unsafe and msound practice for the Board of Directors to delegate, or permit the officers to assume and exercise, its duties and discretion, particularly where the transactions involve assets and rights of such substantial proportion as the real estate contracts with Capital Company and California Lends, Inc. The patent benefits to Transamerica Corporation or its subsidiaries from each successive change in the contracts clearly evidence the meafe and amound practice of unduly favoring Trans- america Corporation and its subsidieries without due regard for the interests of depositors and creditors of the bank. The provisions in each of the contracts obligating the bank to take at face value, notes or other obligations accepted by the Capital Company and the California Lands, Inc. in payment of the obligations of those corporations to the bank, provents She Board of 384 17 Directors of the bank from performing its duty by exercising its sound discretion in selecting desirable purchasers or procuring adequate prices for the respective properties. This feature is not only highly objectionable from a sound banking practice point of view, but also constitutes . strong argument in support of the view that the agreements are agency rather then sales contracts. If the bank's action in agreeing to pay the taxes (which have greatly exceeded the interest collected under the contracts) on these properties was impelled by a desire to save income or capital stock taxes, then it would appear that the reasons for this clause no longer exist, Furthersore, it is difficult to reconcile the notion that the bank had sold the real estate under the contracts but yet still owned it for taxation purposes. Brief reference was made hereinbefore (at page__) to the application of about 8657,000, of the proceeds of the so-called "guaranteed loan® to the reduction of a like portion of the liability of California Lands, Inc., under its real estate contracts. The use of funds or assets of the bank to favor a wholly owned subsidiary of Transemerica Corporation by reducing its indebtedness to the bank is an unsafe end unsound banking practice. Second. On October 1, 1931, the bank sold to Transemeries Corporation for a consideration of $9,155,786 certain real estate carried on the books of the bank as banking premires, but which were not being used for banking purposes. The contract provided for a down payment with the balance payable on or before October 2, 1936. 385 10 Bubsequently, Treasmeries Corporation sold the properties acquired by 10 under the contract to Capital Company. On July 24, 1937, more them sine months after the date on which the balance due a the bank under the October 1, 1931, contract was to have been paid to 19, the beak contributed 85,875,000 to the purplas of Merchants National Realty Corporation (whelly eased by 19) and increased the book value of the bank's investment in the stock of this Corporation by the same amount. On the same date Merchants National Realty Corporation purchased from Capital Company for the sun of 85,874,457 the ex-banking premises then held by Capital Company, such sum representing the balance remaining due to the bank under the contract of October 1, 1931. Capital Company then paid to Transemerica Corporation the proceeds of this sale to eliminate the Capital Company's liability on its contract with Transemerica Corporation. francemerica Corporation in turn used the same funds to eliminate its liability to the bank under the October 1, 1931, contract. The result of these transactions is that the bank increased, by the sua of 85,875,000, its investment in the stock of Marchants National Realty Corporation carried in the "other bonds, stocks and securities" account and eliminated the direct obligation of the Transamerica Corporation to the bank. Benentially the transactions resulted in a re-eaquisition w the bank of other real estate which 18 had formerly sold to Treasanories Corporation. The use of as intermediate corporate entity for this purpose does not mitigate the improgetely of the use of bank funds for the indirect benefit of Corporation in a manner which could not have been accumplished legally is a direct manner. 386 - 19 $ The acquisition of the ex-banking premises by the Merchante National Realty Corporation relieved the Transamerica Corporation or its whot"- owned subsidiary from any risk or hasard of loss through deprecia- tion in value of the real estate while the Merchants National Realty Corporation, wholly owned by the bank, assumed that risk. This transaction also evidences the unsafe and unsound practice of favoring Transamerica Corporation or its subsidiaries. The use of bank funds for the purpose of indirectly purchasing real estate not necessary for the bank's accommodation in the transaction of its business is an unsafe and unsound practice. Third. The report of examination of the bank, dated April 28, 1936, (page 14, insert n of consolidated report) discloses an unwarranted concentration in the bank's assets of real estate aggregating 897,660,265, which sum represents approximately 87% of the bank's total book capital structure. This concentration includes contracts of California Lands, Inc., and Capital Company in the amount of $39,739,346. It also includes real estate shown in the some report of examination as *banking house" in the amount of $27,614,727 of which properties having a book value of $1,578,005 are not used as banking premises and accordingly should be carried as part of "Other Real Estate Owned" on the books of the bank and is reports of condition. Over $6,000,000 of the investment in Merchants National Realty Corporation stock should also be carried as "Other Real Estate Owned" as set forth in the last report of examination (consolidated), page 14, insert 18. The practice of carrying fixed assets in accounts intended to reflect liguid resources is maste and assound because 18 inaccurately reflects the condition of the bank and 10, therefore, misleading. The failure 387 20 - to charge depreciation on beaking houses at the rate depreciation is taken for income tax purposes (the letter exceeding the former to the extent of 83,200,553 as the time of the last amonimation) is not only as unsafe and unsound banking practice but also misleading. Violations of has Your attention is directed to inserts 48 to 50, inclusive, page 6, of the last report of examination (administrative) which contain detailed descriptions of 16 investments in bonds and 7 investments in shares of stock of corporations, all of which are stated to be in violation of provisions of See. 5136 U.S.R.S., as amended, and the Investment Securities Regulations issued by the Comptroller of the Carrency. The total book value of these securities as of the date of the last report of examination was $1,384,358.04. Your attention is also directed to the discussion contained hereinbefore (at page and relating to the alleged sale of 56,600 shares of the stock of the National Otty Bank of New York by Transemeries Corpora- tion to the bank. In the opinion of this office the acquisition of this stock by the bank was illegal and constituted a violation of the provisions of Sec. 5136 U.S.R.S., as emended. Your attention is further directed to the information contained on page 9 of the last report of examination (consolidated) which reveals that real estate loans aggregating $18,613,693.74 were nade or purchased in violation of the provisions of See. 24 of the Federal Reserve set, as amended. It also appears that the provisions of See. 5203 5.8,2.0. have been violated by greating loans on the executive of stook of the 388 21 - Bank of America N. s. a s. A., (see page s, incort 12, of the last report of examination (consolidated). In the course of this letter certain prastices heretofore infulged in by the beak have been characterised as maste or banking practices, among which is the practice of unduly favoring Transamerica Corporation or its subsidiaries OF allied interests, without due regard for the interests of the bank and its depositors and creditors. In that connection each director and each officer of the bank is hereby warned, pursuant to the provisions of See. 30 of the Banking Act of 1933, to discontinue the practice of undaly favoring transameries Corporation or its subsidiaries OF allied interests abother by may of paying justifiable dividents before having made appropriate provisions for the elimination of criticised assets and the establishment of on adequate sound capital position, or by way of extensions of credit, either directly OF indirectly, to Treasmerica Corporation or its subsidiaries or affiliates, or by way of making gifts to or forgiving the debts of the said Treasmeries Corporation or its subsidiaries OF affiliates, or in any other namer or by any other seems. In addition each director and each officer of the bask is hereby warned, parement to the provisions of the said statute, to discontinue each and all of those maste or - practices referred to in this letter and to sale provision for the elimination of and to discontinue the violations of las herein referred to as will as all these which may have been disclosed by the reports of ammunition. 22 - 389 Farthermore each director of the bank is hereby warned to discontinue the ussafe and unround practice of delegating, or permitting others to exercise, directorial duties. On September 13, 1938, the non-here of the Board of Directors were warned passent to the provisions of the last sentioned statute to discontimue the practice of using unjustifiable portions of earnings to pay dividends. Therefore, this letter will be considered as a second warning to the extent that it duplicates the warning of September 13, 1938. Hotel (This letter can be considered complete at this pains. Newsver, 18 may be doesned advisable to add the following paragraphs, the substance of which was contained in the suggested letter of criticism heretefere submitted.) Whether the sensition contemplated by the provisions of Section 30 of the Beaking Act of 1933 is eventually reserted to in connection with the Bank of America N. 2. & s. 4., will depend upon the action taken by the directors and officers of the bank. However, in view of the possible movessity of invoicing that sensition it is deemed appropriate to advise the directors and officers of the bank that this office will carefully acrutinises 1. All transactions and practices which have resulted which may result in weakening the capital structure or of unjustified dividends, the shother of the w may credit facilities of the bunk w contributions, or use to, or the forgiveness of obligations of, allied special interests. 2. The substance and not morely the form conditions, of all methods employed in correcting - or meats 1mm practices or policies, and violations of 390 - 23 - Furthermore, this office will issist that the earnings of the bank be conserved; that an adequate sound capital position be established that there be no unfastifiable favorities to Transamories Corporation or its subsidiaries or allied interests; that the weaknesses be corrected and the bases of oritician be removed, that appropriate steps be taken to eliminate the undue concentration in real estate including any portion thereof which may have been camouflaged through the use of allied corporations; that proper accounting methods be employed to correctly reflect the condition of the bank, and that appropriate policies and practices be established and followed to insure a constant sound condition of the bank. RECONSTROGTTON FINANCE CORPORATION WASHINGTON H.JONES December 15, 1938 Dear Johnnies I bog to enclose herewith letter from Mr. L. M. Giannini, President of the Bank of America, to Honorable Preston Delano, Comptroller of the Currency, with an attached memorandus covering the understanding reached with Mr. Gissnimi respecting oriticised items and the future policy of the bank. The memorandum is as sgreed upon by you and me over the telephone. Lee Crowley has also agreed to it in the same manner, as well as Mr. Delano, It is my understaadiag that Messrs. Upham, Folgor, Smith and others of the Comptroller's office, concurred with you. Is as effort to accure Mr. Giannial that neither the Comptroller nor Mr. Folgor were unfair so his bank but were only trying to discharge the duties of their office impartially, I explained to him that Mr. Folger had stated to Mr. Delane and me that, if as agreement was reached covering the short agenda, 14 would be satisfactory to him if the three principal items is Paragraph 15 were liquidated substantially according to the program now set for them and on which we were all more or less in agreement. In view of this, he could not understand why those three items were set for further megotiations. I assured Mr. @aassisi that he would get fair treatment on these and all other matters, and I am convinced of his desire to cooperate with the Comptroller is arriving at an amicable adjustment of any differences that may arise. with best wishes, Sincerely yours, June Sone Chairs Honorable John W. Names Under-Seoretary of the Treasury Washington, D. C. 392 Washington, D. C. December 15, 1938 Dear Mr. Comptroller: While I do not feel that our bank should be required to have a capital structure of 1 to 10 when this does not apply to other banks, and while I do not agree to many of the oriticisms that have been made in the report of examination and letters of the Department, in the interest of arriving at an amicable adjustment of differenoes and a desire to cooperate with the Department, I believe the attached program will be acceptable to my Board of Directors and I will present it to them for approval with my recommendation. In this connection I want to express my appreciation for the courteous and considerate cooperation that I have received from you, Chairmen Jones and Crowley, of the RFC and FDIC respectively, and Under Secretary Hanes of the Treasury, as well as other members of your Department who participated in the disoussions. Very truly yours President Bank of America Honorable Preston Delano Comptroller of the Currency Washington, D. C. 393 December 15, 1938 Re: Bank of America Reference is made to the various communications recent weeks between the Comptroller's Office and the Bank MIMORANDUM in of America N. T. A. dealing with departmental oriticism of the bank management, including dividend policies and certain specified items, and with particular reference to the department letters to the bank of September 23 and November 23. After several conferences between L. M. Giannini, E Blauer, Vice Chairman, and Russell Smith, President, Cashier, of the bank, Chief National Bank Examiner Folger, Assistant Chief National Bank Examiner Clarence Smith, and Examiner Sedlaock, some of which conforenoes were attended Comptroller Preston Delano, Deputy Comptroller Upham, UnderSecretary of the Treasury Hanes Leo Crowley, Chairman of the Federal Deposit Insurance Corporation, Chairman Jones and Sam by Husbands of the RFC, the following would seem to constitute an acceptable program or the adjustment of the items referred to herein. Due to the widespread operations of the bank, its effect and great number of branches. and close affiliatio with fransamerion ratio Corporation and its allied interests, the bank will furnish reasonably maintain sound oapital structure having a to its entire deposits of one to ten. The bank agrees to as much additional capital as may be required for this ratio, as determined by the Comptroller of the Currency after the result of the examination now in progress, including a review of the items classhfied as slow. The increased capital will be paid into the bank as early as practicable after the amount shall 1. been determined, but in no event later than June 30, sound 1939. No have dividends will be declared thereafter unless the then sub- capital structure bears ratio to the entire deposits of stantially one to ten. Real estate in the amount of $1,578,005.49 immediately now 2. carried under the heading of banking houses will Adjusted satisfactory to the Comptroller be Stocks and bonds listed on inserts 48 to with 50, the inclusive, Page 6 of the Administration Department Report, value, exception of the Earl Fruit Company bonds in the satisfaction par of amount of $505,000.00, will be adjusted to the 3 to the Comptroller by June 30, 1939. 4. of remaining balance of approximately $1,500,000 30, 1939 arealizedThe bond write-up will be eliminated by June 5. The 16 loans made 1277 shares ofcorrected the to the bank's antia- own or immediately will faction of the stook be 394 The A. O. Stewart line listed at approximately $11,000,000, of which $4,500,000 is classified as slow, will be made satisfactory to the Comptroller. 6. The bank will not acquire the assets or assume the liabilities of any other bank for the purpose of merger or consolidation without the prior written approval of the Comp troller of the Currency. Any dividends declared will at the time of the declaration be deducted from the undivided profit account and carried as a reserve for dividends. 8. The statute which prohibits a national bank from lending upon its own stock will be strictly enforced, and the same principle will be applied to loans on Transamerioa stook. The bank may extend temporary accommodations to tockholders of Transamerica Corporation in small amounts for their business purposes, accepting Transamerica stook as supporting security when they can demonstrate their ability to repay the loan without 9. relying upon the sale of the stock to pay it. Any loans to Transamerica Corporation and its allied of the bank and such approval will be recorded in the minutes of the board meeting. Loans to Transamerica Corporation and its allied 11. 10. interests will have the prior approval of the Board of Directors will be brought within the legal limit allowed to 1942, except as set forth in item (15) below. interests one interest as soon as possible, and not later than July 15, The bank will not write up on its books the value 12 of any of it's assets, and no profit will be taken by the bank is on any assets sold to a related company, unless such sale bonaisfide saleother and without onnote the bank. If any such in sale made than forrecourse cash, the or notes taken payment or part payment therefor will be properly secured, 13. The bank will eliminate *other real estate* and the estate contracts of Capital Company and California Lands, real Inc. such elimination to be diligently pursued, and completed by December 15, 1943. 14. The bank agrees that any oriticized items not and herein will have prompt and effective attention, covered that it will cooperate with the Comptroller of the Currency bask in in an effort to bring all matters pertaining to the line with his requireme 395 It is understood that proposals by the bank with respect to real estate purchased from Transamerica Corporation by Merchants National Realty Corporation on or about July 14, 1937; with respect to the charged off assets repurchased by the bank from subsidiaries of Transamerica Corporati on on or about July 14, 19371 with respect to stock of National City Bank of New York acquired by the bank on or about July 14, 1937, which items should, in the opinion of the Comptroller of the Currency, be removed from the bank's assets for cash; with respect to depreciation on bank building, and with respect to service charges on dormant accounts, are unacceptable to the Comptroller of the Currency and further negotiations will be conducted as to them, after completion of the examination now in process and in connection with increasing the capital stook. 16. Upon the bank's agreement to the program outlined herein, approved by its Board of Directors, it will be free to deolare a semi annual dividend in March, 1939, if its directors elect to do so, provided steps have been taken by the bank to increase its capital stock as set forth in item (1) herein. The foregoing constitutes the principal items criticised in office letters of September 23 and November 23, 1938, and when the present examination now in progress is completed, the bank will endeavor to adjust any other matters of oriticism not included herein to the satisfaction of the Comptroller of the Currency. 17 It is understood that failure on the part of the bank to satisfactorily carry out any of the foregoing proposale, unless specifically waived by the Comptroller of the Currency, in writing, will serve as a complete release on the part of the Comptroller of the Currency from any consent, implied or otherwise, to the foregoing program. 396 COPY December 15. 1938 Dear Mr. Giannini: Should your bank determine to increase its capital stock between now and June 30. 1939. through the issuance of preferred stock, this Corporation will purchase on our usual terms any of such stock not subscribed for by stockholders, or we will lend upon any such stock. The dividend rate on preferred stock which we buy or lend upon is 3-1/2% per annum upon the price paid for or loaned upon such stock but so long as dividends are paid promptly as they mature 3% is accepted for the current payment. This arrangement continues until the stock is retired and we will accept Government bonds at par and accrued interest in retirement of all or any part of the stock at any time. We can only buy or lend upon preferred stock in a bank at the request of the Secretary of the Treasury and approval of the President, but I am sure this will be readily forthcoming when the criticized items now in the bank are adjusted to the satisfaction of the Comptroller, including an understanding with regard to further expansion by your bank and that of Transamerica Corporation as a bank holding company. Sincerely yours, Chairman Mr. L. M. Giannini President Bank of America N.T.&.S.A. San Francisco, California 397 RE BANK OF AMERICA & TRANSAMERICA Present: Mr. Hanes December 17, 1938. 9:30 a.m. Mr. Taylor Mr. Foley Mr. Duffield Mr. Delano Mr. Upham Mr. Folger Mr. Sedlacek Mr. Douglas Mr. Rogge Mr. Lane H.M.Jr: Douglas and I have been sitting here for ten minutes. Hanes: We were sitting in there waiting for you to send H.M.Jr: Now, Mr. Chairman, we're ready to hear your report. Hanes: for us. Well, it won't be a very long report, Mr. Secretary. You remember, in answer to the letter from Mr. Giannini asking for a conference we advised about two weeks ago that we'd be glad to have a conference. So they came on - Mr. Marrio Giannini was the man - and those conferences were started last Thursday or Friday, I think it was. Mr. Delano was taken sick on Saturday, so the conferences had to proceed without him. We finally got down to most of the disputed points between the Bank of America and ourselves. I say most of them; we confined it largely to the outstandingly important ones. But we finally arrived at a tentative agreement to which he has agreed and to which we have not agreed; but I think our tech- nical staff, Mr. Upham and Mr. Sedlacek and Mr. Folger, are in agreement that what we have here is much more than we ever expected to get and on the whole pretty good. So if you wish, I'll read this. This is in memoran- dum form. "Reference is made to the various communications in recent weeks between the Comptroller's Office and 398 -2- the Bank of America dealing with departmental criticism of the bank's management, including dividend policies and certain specified items, and with particular reference to the department's letters to the bank of September 23 and November 23. "After several conferences between L. M. Giannini, President, W. R. Blauer, Vice Chairman, and Russell Smith, Cashier, of the bank, Chief National Bank Examiner Folger, Assistant Chief National Bank examiner Clarence Smith, and Examiner Sedlacek, some of which conferences were attended by Comptroller Preston Delano, Deputy Comptroller Upham, UnderSecretary of the Treasury Hanes, Leo Crowley, Chairman of the Federal Deposit Insurance Corporation, Chair- man Jones and Sam Husbands of the RFC, the following would seem to constitute an acceptable program for the adjustment of the items referred to herein. "1. Due to the widespread operations of the bank, its great number of branches, and close affiliation with Transamerica Corporation and its allied interests, the bank will effect and reasonably maintain a sound capital structure having a ratio to its entire deposits of one to ten. The bank agrees to furnish as much additional capital as may be required for this ratio, as determined by the Comptroller of the Currency after the result of the examination now in progress, including a review of the items classified as slow." H.M.Jr: Just a second; may I go back? "The bank agrees to furnish as much additional capital as may be required for this ratio, as determined by the Comptroller of the vurrency after the result of the examination now in progress, including a review of the items classified as slow." Just what does that mean? "The bank agrees to furnish additional capital - isn't that - is that a new thought or a part of that sentence? Hanes: That's not a - well, it's - none of this is worded H.M.Jr: But that's important. I mean that's - should that be a period, and then "they have also agreed to a review of the items classified as slow"? 399 -3Hanes: That's a result of the examinations, including the items classified as slow; it has to be taken in connection with the result of the examination, and theslow. examination shall include all items classified as H.M.Jr: Well, based again, on ... the additional capital will also be Hanes: Those items. H.M.Jr: Those items? Hanes: Yes, sir. H.M.Jr: Is that the point? Hanes: Yes, sir, because many of these things, slow and doubtful and loss, have got to be extracted from their capital, and therefore in any determination of capital those capital items have got to be taken into consideration. H.M.Jr: That's the point I want. That's right. I mean the slow items will be part of the considera- Hanes: H.M.Jr: tion as to how much additional capital you may need. Hanes: Taylor: Sedlacek: Slow, loss and doubtful - both. There isn't any slow classification any more, so this must refer back to the old one, doesn't it? we still have a slow classification; we call it by number now instead of slow. We call it "Number Two" instead of "Slow." Hanes: that isn't making much change. H.M.Jr: Well, the point - you get the point. Pure I do. It doesn't read very clearly, and this isn't the most perfectly written document in the world, but the understanding, I think, is clear on Hanes: both sides. 400 -4H.M.Jr: That the assets which used to be called slow Hanes: Number Two now. H.M.Jr: ... - Number Two now - will be a part of the consideration of addit onal capital. Right? Delano: Mr. Secretary, I think 1 can throw a little light on this. I was in this particular conference where this came up. There is at the present time a classification of slow, doubtful and loss of a total of $138,000,000 which our examiners classified in that manner. When this question came up of the ratio between net sound capital and all the deposits, there was quite a controversy over the slow and doubtful items that we classified. In other words, they said some of them weren't slow and doubtful. So we agreed to a review of the slow and doubtful items, and that's what that means - "including a review of slow items." It simply means in this examination we go over carefully and reclassify the slow and doubtful and loss items. H.M.Jr: But after you have reclassified it, that will go Delano: Yes, net sound capital is determined by the total amount of assets less the losses that our examiners require should be written off. So you see that that - I really don't think it has any particular significance except that it says we'll do a good into your consideration as to how much additional capital they may or may not need. job and look at the thing carefully. H.M.Jr: All right. Hanes: All right? "The increased capital will be paid into the bank as early as practicable after the amount shall have been determined, but in no event later than June 30, 1939. No dividends will be declared thereafter unless the then sound capital structure bears a ratio to the entire deposits of substantially one to ten." H.M.Jr: I'd like to interrupt again. When will the present. 401 -5- examination be through? What's a reasonable date to expect it? Hanes: Thirty days, certainly not more than sixty days. All right. Then why wait until June 30th? That - I think the reason for that was to give them Delano: going to the R.F.C. for it, and I don't That's right. I don't know if that's correct, Folger: H.M.Jr: a time to raise the money for themselves without but I've heard several times that Giannini does not want to take money from the R.F.C. if he can raise the money 'rom his own stockholders; that's what he wants to do. H.M.Jr: Does he need that long? Delano: He claims he does, Mr. Secretary, and we thought that was a reasonable time. H.M.Jr: I think it's a reasonably long time. Hanes: We've got to - there's another provision in here which might speed that time up, which is on a dividend payment which is coming due in March, and we'll see when we get down to that one that it might speed it up. Gene pointed it out to me. H.M.Jr: You (Douglas) bear with me, because I haven't seen Douglas: Yes, I will. Hanes: Item Number Two - these are all details; from here this before. You interrupt, will you please? down to paragraph - I think it's 15 - are details worked out between their technical S taff and our technical S taff here. "2. Real estate in the amount of $1,578,005.49 now carried under the heading of 'banking houses' will be immediately adjusted satisfactory to the Comptroller. "3. Stocks and bonds listed on inserts 46 to 50, inclusive, to Page 6 of the Administration Department Report, with the exception of the Earl Fruit Company 402 -6- bonds in the par value amount of $505,000.00, will be adjusted to the satisfaction of the Comptroller of the Currency by June 30, 1939. "4. The remaining balance of approximately $1,500,000 of unrealized bond write-up will be eliminated by June 30, 1939. Douglas: What's the dollar amount included in Number Three approximately? Folger: 800,000. Delano: $800,000 - $837,000. Lane: That's outside of the other. Delano: Right. Hanes: "5. The 16 loans made on 1277 shares of the bank's own stock will be immediately collected or corrected to the satisfaction of the Comptroller. "6. The A. 0. Stewart line listed at approximately $11, 000, 000, of which $4,500,000 is classified as slow, will be made satisfactory to the Comptroller. "7. The bank will not acquire the assets or assume the liabilities of any other bank for the purpose of merger or consolidation without the prior written approval of the Comptroller of the Currency. "8. Any dividends declared will at the time of the declaration be deducted from the undivided profit account and carried as a reserve for dividends. "9. The statute which prohibits a national bank from lending upon its own stock will be strictly enforced, and the same principle will be applied to loans on Transamerica stock. The bank may extend temporary accommodations to stockholders of Transamerica Corporation in small amounts for their business purposes, accepting Transamerica stock as support- ing security, when they can demonstrate their ability to repay the loan without relying upon the sale of the stock to pay it." H.M.Jr: I'm going to put a question mark after nine. 403 -7Hanes: After what? H.M.Jr: Nine. Douglas: There's a question I'd like to ask about seven when the time comes; but that can wait. Hanes: Seven - want to do it as we go along or want to come back? It may clarify as you go along. Douglas: I'll wait. Hanes: Stop and come back to it. "10. Any loans to Transamerica Corporation and its allied interests will have the prior approval of the Board of Directors of the bank and such approval will be recorded in the minutes of the board meeting. "11. Loans to Transamerica Corporation and its allied interests will be brought within the legal limit allowed to one interest as soon as possible, and not later than July 15, 1942, except as set forth in item (15) below." H.M.Jr: Hanes: Just a second, please. - O.K. "12. The bank will not write up on its books the value of any of its assets, and no profit will be taken by the bank on any assets sold to a related company, unless such sale is a. bona fide sale and without recourse on the bank. If any such sale is made other than for cash, the note or notes taken in payment or part payment therefor will be properly secured. "13. The bank will eliminate 'other real estate' and the real estate contracts of Capital Company and California Lands, Inc., such elimination to be diligently pursued, and completed by December 15, 1943. "14. *he bank agrees that any criticised items not covered herein will have prompt and effective attention, and that it will cooperate with the Comptroller of the Currency in an effort to bring all matters pertaining to the bank in line with his requirements. 404 -8- "15. It is understood that proposals by the bank with respect to real estate purchased from Transamerica Corporation by Merchants National Realty Corporation on or about July 14, 1937; with respect to the charged off assets repurchased by the bank from subsidiaries of Transamerica Corporation on or about July 14, 1937; with respect to stock of National City Bank of New York acquired by the bank on or about July 14, 1937, which items should, in the opinion of the Comptroller of the Currency, be removed from the bank's assets for cash; with respect to depreciation on bank building, and with respect to service charges on dormant accounts..' - all these "are unacceptable to the Comptroller of the Currency and further negotiations will be conducted as to them after completion of the examination now in progress and in connection with increasing the capital stock. "16. Upon the bank's agreement to the program out- lined herein, approved by its Board of Directors, it will be free to eclare a semi-annual dividend in March, 1939, if its directors elect to do so, provided steps have been taken by the bank to increase its capital stock as set forth in item (1) herein." Now that's a clause which we referred to as speed- ing up this other thing. Hanes: You mean they can't declare a dividend. Can't declare a dividend. H.M.Jr: Did they agree to that? Hanes: Yes. H.M.Jr: I mean is this a statement we say - does Giannini agree to that? Hanes: He signed it; he can't agree for his bank. H.M.Jr: He won't declare any dividend in March unless they have already increased their H.M.Jr: Hanes: ... unless they've got a one to tenratio - unless steps have been taken 405 -9Douglas: He'll take one step Foley: Nothing you can do to him if he doesn't. Hanes: That's up to the Comptroller's office. He can let him take one step and do it anyway, if that's the kind of Comptroller he is. He doesn't have to. Douglas: I was trying to get at the meaning of this, as to what - "provided steps have been taken " - whether it means actually having the dough in the bank. Hanes: If he's agreed to ask his stockholders for subscription to stock, which stock will be underwritten by R.F.C., of course. Douglas: Oh, I see. Hanes: So - that he's assured of being able to get the money from the R.F.C. regardless of whether he gets it from the stockholders or not. DO in effect it would be steps taken which would be tangible steps. And the Comptroller wouldn't agree to it unless there were steps which he could force; I would assume that would be the case. "17. The foregoing constitutes the principal items criticised in office letters of September 23 and November 23, 1938, and when the present examination now in progress is completed the bank will endeavor to adjust any other matters of criticism not included herein to the satisfaction of the Comptroller of the Currency. "It is understood that failure on the part of the bank to satisfactorily carry out any of the foregoing proposals, unless specifically waived by the Comptroller of the Currency in writing, will serve as a complete release on the part of the Comptroller of the Currency from any consent, implied or otherwise, to the fore- going program.' H.M.Jr: You want to go first, Bill? Douglas: You go ahead. H.M.Jr: What? 406 -10Douglas: Go ahead. Mine is secondary. H.M.Jr: Well, on 9, 10, 11, and 13. "The statute which prohibits a national bank from lending upon its own S tock will be strictly enforced, and the same principle will be applied to loans on Transamerica stock." Now, in the first place, is it legal - I take it it's illegal for them to loan on their own stock. Is that right? Delano: Folger: Yes, sir. That's right. H.M.Jr: If they loan money on security of bank stock, there isn't much to argue about; I take it that will be eliminated promptly. Or anybody else. Delano: (Nods yes) H.M.Jr: Now what does the law say about their loaning on Folger: Silent. There isn't any Delano: They can loan on that. Transamerica stock? (Hanes hands H.M.Jr some papers) H.M.Jr: Is this from Jesse? Hanes: It just came in now. H.M.Jr: I'll read it out loud. I don't know what it is. From Jones to Giannini. "Dear Mr. Giannini: "Should your bank determine to increase its capital stock between now and June 30, 1939, through the issuance of preferred stock, this Corporation will purchase on our usual terms any of such S tock not subscribed for by stockholders, or we will lend upon any such stock. "The dividend rate on preferred stock which we buy or lend upon. is 3-1/2% per annum upon the price paid 407 -11- for or loaned upon such stock, but so long as dividends are paid promptly as they mature 3% 1s accepted for the current payment. This arrangement continues until the stock is retired and we will accept Government bonds at par and accrued interest in retirement of all or any part of the stock at any time. "We can only buy or lend upon preferred stock in a bank at the request of the Secretary of the Treasury and approval of the President, but I am sure this will be readily forthcoming when the criticized items now in the bank are adjusted to the satisfaction of the Comptroller, including an understanding with regard to further expansion by your bank and that of Transamerica Corporation as a bank holding company." Hanes: H.M.Jr: What's that last? "Including ".. including an understanding with regard to fur" ther expansion by your bank and that of Transamerica Corporation as a bank holding company." I don't know what that last means. Taylor: that means these other banks, you see. Hanes: No, it means including Transamerica Company. Taylor: "... as a bank holding company" means its other Hanes: chains, I would say. See, that was a point we couldn't cover before, remember - that he had certain other chains which are not subject to the Comptroller's office. State banks. I read that - that that means that the Transamerica - he can't expand Transamerica in a way that's not satisfactory to the Comptroller or to R.F.C. Delano: H.M.Jr: I don't see why he put that particular thing in. I think it's ambiguous; don't think it means anything. Douglas: It is ambiguous. H.M.Jr: It might mean anything. It might mean approval. 408 -12- It might mean approval. You could interpret it any way, couldn't you? Hanes: As I understand it, the Comptroller asked Mr. Giannini to agree not to extend his operations for Transamerica. He said he couldn't guarantee that; that he would recommend that to the Board of Directors. Am I correct? Delano: Yes. And of course, we dropped that out of this informal agreement here, because we have no con- trol. I mean the Comptroller's office is in con- tact with the bank; we theoretically have no control over the Transamerica Corporation itself. What we were attempting to get at, of course, was a general cessation of expansion of both the bank and Transamerica. Douglas: DO you have jurisdiction if I have a bank and I want to sell that bank to Giannini? Do you have the jurisdiction over the seller? Delano: No. Douglas: Just over the person who acquires? Delano* That's right. H.M.Jr: You can't stop Transamerica from buying a bank. Delano: by legislation only, Mr. Secretary. Hanes: Stop them by agreement. Stop them by agreement. That's what Jesse is aiming at here. H.M.Jr: I mean if he wants to buy - Transamerica wants to buy a block of stock Foley: How you going to enforce it? danes: You can't enforce it. If he agrees to something on H.M.Jr: Did you hear that, Hanes? Hanes: No, I didn't. the condition 409 -13H.M.Jr: If Transamerica wants to buy a block of stock in Podunk, Comptroller of the Currency can't do Oregon, a thing the about it. Well, just at this stage I want to make a statement. I haven't had a chance to say this in front of the Comptroller, but I have with my own people and I'd like to say it - that the Treasury and I am going to ask the Comptroller to go along as part of the Treasury, which he is, that we're not going to take any part in any banking legislation until S.E.C. gets well started, which I would say - because I'm not going to take any part and I'm going to ask the Comptroller not to take any part in banking legislation until at least around the middle of February. I want this thing well aired. I have a memorandum from Mr. Eccles on proposed banking legislation which 1 have not read, truthfully. And I just want to let you know, and I hope the Comptroller will comply with my suggestion. Delano: H.M.Jr: Douglas: Glad to. I only can ask Mr. Crowley to do the same thing. But I will not even talk banking legislation until after the first of February. I wanted you (Douglas) to know that. Is that - that makes it Yes. Yes, I think it's pretty important that we get under way. H.M.Jr: Yes. So I mean before the first of February, I'm otherwise occupied. Now, I wanted you to know that. well, I know about nine now. Now ten. You say: "Any loans to Transamerica Corporation and its allied interests will have the prior approval of the Board of Directors." I thought every loan had to have the prior approval. No? Delano: (Nods no) Hanes: "s I understand from these boys here, there is no record made of a good many of these things in their minutes, or you can't see where any directors have 410 -14- approved. Is that right, Sed? Sedlacek: H.M.Jr: The directors do not have to give their prior approval to all loans and discounts, but it is customary and our report form requests that loans made to directors' corporations do have the prior approval of the Board of Directors. But in this particular case the directors have never approved any of these loans to Transamerica or any of its subsidiaries. I see. In other words, Mr. Giannini just loaned whatever money he wanted to to any of his subsidiaries without the knowledge of the Board of Directors. Now eleven. "Loans to Transamerica Corporation and its allied interests will be brought within the legal limit." Well, if they're outside the legal limits, why do you give a man five years to come within the law? I mean this says anything - if he's outside the legal limits, why give him five and a half years to come within the law? Folger: They have now loans to Transamerica and its allied interests of $76,000,000. H.M.Jr: How much? Folger: $76,000,000. H.M.Jr: Yes. Folger: We are using "legal limit" here to - as a yardstick rather than legal. We say that that 76 million they can't lend to Transamerica and its allied interests more than nine million, which happens to be the legal limit, meaning 10 percent of the capital and 10 percent of the surplus. That is, the aggregate indebtedness of all the companies he agrees will be reduced to an amount not in excess of $9,000,000. H.M.Jr: Well, let me ask you this. When he's loaned in excess of $9,000,000, using the word "legal," has he gone outside the law? Delano: (Nods no) Folger: No, sir, I don't think so. The way that's worded 411 -15Foley: Gus, do you include guaranteed loans in that category of loans. Folger: Yes, we have, haven't we, Sed? Sedlacek: Yes. Foley: Do they understand it? Sedlacek: In fact, we have set up an excessive line on Transamerica and it is based on the guaranteed loans. Foley: Well, if the guaranteed loans are included, then Sedlacek: That's true, and that's the reason we make an exception: "except as set forth in item (15) below." In (15) below we say that guaranteed loans which are illegal transactions must be removed for cash. hey haven't agreed to do that, but - and they want us to agree that we will permit those two items to remain in the bank for three and a half more years. Foley: Delano: Sedlacek: they are outside the law now. Don't you think it would have been clearer if you said "loans and guaranteed loans" just to make sure they understood it the same way you did? We've got them specified, Ed. They're specified. They're set out in the report under Transamerica, large line, and we were speaking from that schedule. Duffield: The guaranteed loan isn't covered by eleven. Foley: I didn't think it was either; that's why I brought it up. Folger: If it happened to be loans that were guaranteed by Transamerica - indirect indebtedness - it will always be direct indebtedness of one of the allied companies. H.M.Jr: Well, knowing Mr. Giannini's past record, or the past record of his bank, you g ive him until July 15, 1942, to reduce a line of 70-odd million. He'll begin to talk about it on July 15, 1942. You don't even give any progressive rate. There is no indication that this thing has to be 412 -16- reduced - he can just sit tight and say, "Well, hell, you say I have until the 15th of July, 1942. You signed the letter. I'll talk to you about it on the 14th of July, 1942." Duffield: Mr. Secretary, may I point out that a part of that of it?line is included under 13 of - what, 40 million Sedlacek: 42 million. Duffield: 42 million of the 76 is included under Number Thirteen, which it says will be eliminated, and that elimination "will be diligently pursued." H.M.Jr: Well, God, I don't know Hanes: Those - my understanding is that there is a program set up Delano: That's right. Hanes: .... on all those items. It isn't - we didn't say, "You may let it go until '42 and do nothing about it in the interim." My understanding is you had a program of liquidation on those lines. Delano May I make a comment here, Mr. Secretary? H.M.Jr: Yes, because we've sat here for five years and always argued with him and got nowhere. Are you going to sit and argue with him for another five years? Delano: H.M.Jr: I think we have a weapon here, Mr. Secretary. I'd like to explain. but I'd like some indication We've had the weapon for five years and never used it. I mean if there was some schedule showing, "Here's the 76; so soon we'll et this out, and we'll get this out and get that out." But for five years you' ve had all these weapons and the Comptroller's office has never used them; at least he's been ineffective. Delano: The particular weapon I meant was this ratio of one to ten for capital. If this removal of this particular 413 -17- line and particular real estate is not carried forth in accordance with a proper accumulation as we go along, we can classify part of that as losses and that will force a greater capital into the structure, thereby protecting the depositors. I think that's a very important weapon in this whole document. Anything here that's - in which they may linger on - we can do some business with them on the basis of pressure for more capital. H.M.Jr: Well, you had them here, and I think - if you don't mind my saying it, I don't think this is a strong document. I think you're just postponing. Arguments and arguments - he's been awful good at it. I mean he's been awful good at it. Now, take his dividend Delano: the 15th of March. He'll declare it. I'll bet anyone five to one that he'll declare it and pay it. Yes, I think he will. H.M.Jr: Sure he will; and he won't make his arrangements Delano: "ell, of course, if this thing isn't entered into about additional capital. with good faith, Mr. Secretary, why, we just can't do business with him. What we thought was that this was worth a try. H.M.Jr: Hanes: Taylor: Hanes: Delano: But you've been trying it, Mr. - 1 mean the Comptroller's office. Here's Gus Folger; he's been trying this thing. Where have you gotten in five years? That's the trouble; they haven't been trying it. This is the first time they've ever worked out a schedule. They've never tried it before. they haven't really been trying, or haven't been using the tools we have. H.M.Jr: Well, you're taking on a terrific responsibility if you say that this is going to put the Bank of America in shape. And if by June 30th it isn't in 414 -18- shape - now, the question is - I'm not going to hold Hanes, I'm going to hold you, because "anes Delano: H.M.Jr: is just pinch-hitting. That's right. I'm not going to hold Hanes, because - but I'm going to hold you and your organization. Does this document mean anything? Now, it doesn't mean much to me. Hanes: it doesn't mean a thing in the world, Mr. Secretary, iffaith. it isn't entered into, as Preston said, in good Delano: That's right. It doesn't mean a thing in the world. The situation as I see it is that up to this time our record is Hanes: not a good one. Now, there's no use of mincing any words about that. We just haven't had a good record up till now. But since a new day in the Comptroller's office, it remains to be seen what can be accomplished by force, using such weapons as we have, and they 're not very strong ones - by negotiation and by wheedling and any other manner that we can get this bank in good shape; and I believe it can be done. I don't believe it can be done if we simply stand back and say this document is going to produce it. If we're laboring under what I say is a misapprehension, then it's no good at all. But I do believe there is a basis here, with the proper use of those tools which we have to work with, which as 1 say are totally inadequate - then I believe we can accomplish something. Now that's the wish may be the father to that thought, but I believe that's the truth. Delano: Our opinion, Mr. Secretary, was that it was worthwhile to try before a complete declaration of war - to try negotiation, to try to arrive at a meeting of the minds and put some faith they would carry this thing out. Now, if they don't carry it out, we definitely have to go back to our legal position no doubt about that - and we're ready to do it. And I'd like to make clear for the record that we 415 -19- have no intention of not using every weapon that the Comptroller's office has to make this be carried out both in letter and in spirit. We re going to use those weapons, and we have some. H.M.Jr: Well, I'd be lots happier about it if it was three Folger: and a half months instead of six and a half months. Well, he can't ... H.M.Jr: If you made it April first instead of July first. Hanes: He could hardly get his arrangements made by that time, Mr. Secretary, as a matter of just mechanical inability to do things, because of the law that he's got to give stockholders of record - got to get a record, got to get notice to stockholders, get up his prospectuses, show what he's going to do, all that sort of thing; got to get a complete statement from the Comptroller's, of which - they say 30 days; - think if we get that in 45 days, as I told you the other day, we'll be pretty lucky, if we get anything to base an opinion on. And we're working now - you must go back to one thing - we're working now on eleven months old figures. Is that right? Foley: "e've got not new figures on this situation, and that's what we're in the process of getting now. "idn't take us so long to put new capital into the Hanes: Didn't it? Foley: Not after we got started. Duffield: Deemed like a long time. Foley: It wasn't six months. Ever since I've been here. Hanes: Upham: Foley: Anglo-California, John. They had a conviction of sin, and the Gianninis don't have. What my point is, Cy - if you really want to do it and they want to do it, it could be done in short order. You don't have to go to the private market; 416 -20- you can go to the R.F.C., and if there is a disposition Hanes: Don't labor under the apprehension they want to do it; they do not want to do it. Foley: Then why give them six months in which not to do H.M.Jr: That's just my point. Foley: And Congress will be out of town. The best weapon you have is the fact that Congress is coming in it? here; they're scared of legislation. Next winter next winter will be a congressional election, and the year after will be a presidential election, - and they're gambling on 1940 and a return of the Republicans at that time; and if they can put us off until June, then, by God, nothing is going to be done, in my opinion. H.M.Jr: It's much easier to make the date April first, and then if there is some good reason postpone it; if there is a good reason - especially if the Comp- troller's office is slow in getting out the report, Hanes: Foley: so forth and so on. I agree entirely with Foley. Well, I just have to disagree, because I don't think it's practical, that's all. well, it's like the old game of divide and conquer. If they can set us off against the S.E.C. now, then they can take on Congress and the S.E.C. H.M.Jr: Foley: Delano: Well, that I don't see. That I don't see at all. I don't see where there is any of that. I don't see the slightest indication of how they're going to set us off against the S.E.C. Well, if they clean us up and get us out of the way, then they're free to Clean us up! We're not out of the way; we're very much in the way. Foley: No, we're not. Delano: They're promising to do something, which we're going 417 -21- to stand over and make them do with every resource at ourthem command. H.M.Jr: Well Douglas: Perhaps at that point, Mr. Secretary, I should just state one thing, just so that there is no misunder- standing. I've stated it to some here; I think 1 stated it to Mr. Delano and Mr. Crowley a week or so ago, not on the basis of this specific program, but in the light of the development of such a program that was then being considered. For the S.E.C. I can say this: I think if this memorandum of December 15, seventeen items, was agreed to and put into effect in the sense that it was undertaken by the Bank of America and the Comptroller's office and was made as firm a commitment as possible, and that was done as a thoroughly - this was a standing agreement executed, the S.E.C. would go right ahead with its hearings anyway on our Transamerica case. That would be no reflection on any of this agreement, prospective, and in the second place, the S.E.C. cannot settle this - litigation of this type; I don't know of anything that Transamerica could do but, in the first place, so many of these things are which would settle our case. We're going right straight through with it. Now, to make it perfectly clear, an agreement that was satisfactory to the Comptroller's office with execution of that in the sense of the doing of it, Transamerica, Bank of America, to clean up, and an would be highly relevant in our proceedings at the time when the case came before us for final disposition: what should we do about this stock; should we delist it or shouldn't we? If they cleaned up or if they in good faith had executed an agreement to clean up, then I think we quite properly should take that into consideration in determining whether to suspend, or for one day or for thirty days, or to dismiss the proceedings or - but that's the only way in which we deem this type of thing relevant to our legal proceeding. We have received, indirectly, and perhaps you better state it, Chester, some suggestion for a settlement of this case already. 418 -22H.M.Jr: From them? Douglas: Yes. Lane: Yes, Marrio Giannini telephoned to me and read to me over the phone a telegram that he had received from his counsel in California, in which they said that, without prejudice to the position either of the Corporation or the Commission, they would like to make the following proposal: that Transamerica should put before us, without a formal figure, an amendment of its registration application, correct- ing all of the deficiencies cited in our order to show cause whether or not they should be delisted; then that when we had examined it, if we wanted further amendments they would supply those further amendments, and when an amendment as a whole which was satisfactory to the S.E.C. had been arrived at, that amendment would be formally filed and the proceedings would be dismissed by the Commission. And he asked me whether we could do that. Do you want me to go on - what I did? Douglas: Yes. Lane: I took it up with the Commission, then I telephoned him and told him that we had already informed him that we needed to know certain things about their books which we didn't know and which we couldn't know without getting at their books; that we were proposing to get that information either by the process of subpoena or by their volunteering to let us get at their books; that unless we got information of that kind we would have no basis upon which we could decide whether or not any amendments they filed with us were complete, from our point of view; therefore, we couldn't pay any a ttention to a proposal of this kind until we had gotten all the information we thought was relevant out of their books. When we had gotten that information, we would then consider the proposal, but we wished to be clearly understood that we were making no suggestion that we would accept the proposal and that if we did not accept it we would feel entirely free to use in the course of the proceedings all the information we had gotten out of their books in the course of examination. 419 -23- He told me that he would like to communicate that to his attorney, Dollquist, and I asked Dollquist to talk with me and I got a wire last night that Dollquist going to call me at four o'clock Monday afternoonisto discuss it further. H.M.Jr: Well, thank you. May I ask this, though. I mean let's just say for the moment - assume for the moment that I accept this memorandum, that the President accepts it, see any way be harmful in your prosecution of the Transamerica case? I mean as it is, without any change. Would that in Douglas: Mr. Delano and Mr. Crowley raised that same problem in about the same way before this was started. We reviewed the whole thing and I went back to the Commission and we discussed it and then I talked to them later on the telephone about it. The feeling that would interfere with the cleaning up of this situation from the banking point of view. The mere fact that we have started proceedings should not put us into a position of asking favors here in the form of "Well, don't do this because you'll ruin of the Commission is that we should not do anything our case" because there is a mandate of one law that you have, there is a mandate of another law that we have. And we, I think, made it very clear that from our point of view there was no reason at all why any punches should be pulled from the Comptroller's end in cleaning up the situation. We realize that if this thing was cleaned up by February 1 - everything that's in this memorandum was done by February 1, then we'd be on - we'd be in a tough spot. H.M.Jr: Douglas: Hanes: "ell, don't worry about that. It won't, and that's the reason that I like this memorandum, because from our point of view it makes it so god-damn easy for me to say "Nuts" when they come in and say, "Dismiss the proceedings" - because I see 1942 here, and 1943, and 1939, so - you see? bill, may I interrupt just a minute? 420 -24Douglas: So this document from our point of view is the least damaging thing that can possibly be done, aside from leaving the thing as it stands at the present time. The only thing that would be difficult from our point of view - and I'm not saying that if it can be obtained it should not be obtained would be to get this whole thing cleared up by July June 30,go1939. would make it difficult for us, but we'd aheadThat anyhow. Duffield: Douglas: May I ask why, Mr. Douglas? If they clean it up it seems to me it's an admission of the thing. Yes, but nevertheless we'11 have the various political pressures and what not; it puts them in the position to say that all we are are a bunch of vindictive people and they have gone ahead and cleaned this thing up and why shouldn't we drop these proceedings. Lane: They'd say the objective of our proceeding is to clean them up and if they are cleaned up, why should we go ahead and keep their stock under suspicion. Douglas: They use "up" but they mean "out." Duffield: You yourself said if this thing were cleaned up it would be of substantial importance to you in considering the disposition of this case. Douglas: Yes, but, you see, the real benefit of our proceed- ing and the real justification for the inclusion of that in the statute is on its prophylactic effect; that is, the pitiless light of publicity upon the son of a bitch so that the public, the people can see what kind of a management they're dealing with and what that management has done. Now, if we started out - now, your problem from the banking point of view is wholly different; there it is a question of conservation and protection of people whose money is in there. But this stuff is traded in all the time, new groups of investors are coming in all the time, and the great benefit of our proceeding in a public hearing is just to throw the spotlight right on it and show all the scenes and 421 -25- what not, so people can get an appraisal; that's not - that's carrying out the intendment of the Act, that's not being vindictive. But if we sat down and washed these things out and we have this type of case up all the time; some cases we do sit down, and where there are technical violations, where it is no real reflection, where there is no concerted plan, where there is no fraud, where there is no real basic fault except technical non-compliance, we sit down and help the honest business man clean his house, and we help him do a good job without all the publicity. But when we get hold of a son of a bitch, by God, we never let go of him in any settlement. Duffield: well, it seemed to me if your proceedings consisted of the complaint in your order and an exposition of the things done to clean them up, you get the pub- licity, you get it in a very dramatic and concentrated form, and then you can proceed to do whatever you want on the basis of your order. I don't think that your proceeding, your hearing, ought to be done away with, but I still fail to see why introduction at a hearing of a program which they have undertaken to clean up these things isn't an admission of guilt under your order. Douglas: Well, you see, that's the sample of the type of pressure that would be on us if they went ahead and did it - I mean statements like that, because the people can get it off in making it sound very reasonable. But I just wanted to indicate at this time, Mr. Secretary, so there would be no misunderstanding, that we don't know of anything these guys can do that will stop us. H.M.Jr: Let me say this. I made a statement to you, and I always say there's only one thing I've got that's worth anything, and that's my word; I told you that I'd be shoulder to shoulder with you on this thing and told you before the order went out and I'm still there. Now, what I want to know from you: is there anything in this document that in any way will hamper your proceedings? Douglas: I don't know of anything. 422 -26H.M.Jr: I mean that's what I want to know. Douglas: There's .... H.M.Jr: I mean is there anything in this thing that in any way will hamper you? Never mind what our duties are, butfar I mean will this hamper you in your proceedings as as you can see? Douglas: Well, as a practical matter any program that tends to clean up the Giannini situation will hamper us; there's no doubt about it. Nevertheless, I say for the full Commission that we're perfectly willing to be hampered in that way, because we cannot conscien- tiously come over here and say, Mr. Secretary, to not do Treasury's duties under this law. We can't do that. H.M.Jr: As far as you and I, the two men, are concerned, I'm Douglas: Absolutely. There is absolutely nothing inconsistent in this with the working arrangement you and I still with you? have. H.M.Jr: That's what I want to know. Douglas: H.M.Jr: Absolutely. You have no doubts. Douglas: Absolutely no doubts at all. H.M.Jr: All right. Hanes: Are you through? I just wanted to ... H.M.Jr: I'm not through, but I'll give you the floor. Douglas: DO you yield? H.M.Jr: I yield. Hanes: I wanted to just call your attention - one thing you said there makes me say this - that if you read Section 15 in this document very carefully, you'll 423 -27- see what we have done there; we have lifted out of the body what was three, four, five, and eight prior to this agreement was three, four, five, and eight of the first - we lifted those things out and stuck them in one paragraph called fifteen, the reason being that we went over your order very carefully and saw the things you had charged in your order, and we lifted everything out we had mentioned which pertained to your order and put them all in fifteen. And we didn't mention anything - as you see in fifteen, we didn't agree to anything; so anything you mention in your order is in section fifteen, and so 'ar as our technical staff - they ve lifted them out - we don't agree to anything on that except to negotiate. That may be one month or two months or six months that we can negotiate. So I think in that our position is clear with you, in that we haven't agreed to anything here which had to do with the order which you issued. H.M.Jr: Well, I just want to say this. This informal bank- ing committee was set up in order to help me do my work as Secretary of the Treasury, to advise me; and as Secretary - well, I want to say this: as I have read this today, as Secretary, I can't take this document. Now, if you as Comptroller of the Currency feel that that's the best that you can get and you want to take the responsibility personally to carry this thing out - never mind this committee, because they're advising me, see - but if you want to say, "Mr. Morgenthau, I'11 take that and I'll assume responsibility to get results, and if I don't get results in X days or months.. - as then you've got the right to take me on the mat," all right; but I personally, without spending a great deal more time or going into the thing much fuller, can't accept that as my platform, because in view of his record I don't if you don't mind my saying, I don't think you're you mention the time - going to get anywhere. But if you say to me, "Mr. Morgenthau, I as Comptroller of the Currency am willing to take the full responsibility" - leave these people out; they're all on my side, see, they're here helping me do my daily job - now, it's all up - it's up to you. You don't have to answer that today if you don't want to. 424 -28Delano: I wouldn't answer it today; I'd think about it. H.M.Jr: Because these people spent days, without my spending - I haven t got the time to sit down and negotiate; I mean I've got too many responsibilities, I've got - I don't know whether it's seventeen or twenty-two bureau heads, of which you are one - any more than I'd sit down and negotiate with Associated Gas & Electric on a $50,000,000 tax which they owe us. I can't do it; I've got to pin responsibility on Guy Helvering; I've got to pin responsibility on any one of the other bureau heads. So what I'm going to say to you is that, as the head of a bureau in the Treasury, is that your platform and will you take it and say to me, "Now, I'll carry that for you and that's the best I can get out of this fellow; I'm going to get results by blank date"? See? Delano: (Nods comprehension) H.M.Jr: And then it's up to you, and the rest of us will go on and do our duties, we'll just sit back and give you our moral blessing; but you'll have to carry the ball and be solely responsible that you' get the thing by blank date. You give me a date and say, "By such and such a time, Mr. Morgenthau, I'll get you the following results," and I'm going to, put it on that basis. And then this informal committee Delano: H.M.Jr: will dissolve and it's up to you. I think I understand that, Mr. Secretary. Well, it's pretty plain. But I can't - because in view of what this - the way this man has conducted himself, and using the very pertinent language of Mr. Douglas, which I subscribe to a hundred percent, I think that you will be back here on the 30th of June and we'll be just where we are today. Now, I hope I'm wrong, but I think that that's just where we'll be, and that's why I'm not going to leave a Delano: thing which is as wide open as this. May I have until the middle of next week? H.M.Jr: You can have just as long as you want. 425 -29Delano: H.M.Jr: I'd like to think that over pretty carefully. You can have just as long as But, using Guy Helvering, he's got to settle the tax case. see the people; he either says, "I approve," or "I disapprove, or "Send for additional informa- And when they come over to Hanes, Hanes doesn't tion." Is that right? But you don't sit down with thousands of taxpayers and negotiate. And if Banes is in grave doubt about a case, he'll come in and see me. But I don't sit down - all I'll say is "Yes" or "No." And that's the position that I want to be in. Your responsibility. And when the blank date, the time schedule - "Going to a ccomplish so and so much by this thing" - and you sign your name to it. Delano: I think I understand, sir. H.M.Jr: What? Delano: I understand you, sir. H.M.Jr: What? Delano: I say I understand. H.M.Jr: Just a second, I want to - Hanes, is that all right with you? Hanes: Well, I'd like to think about that a little bit myself; if I were in the Comptroller's place, I think I would accept that challenge, I'd take a risk on it, because if you can't do it on this one, then the Comptroller's office isn't worth a damn and you ought to throw it out the window. H.M.Jr: Hanes: But you as Undersecretary, my adviser in this thing are you satisfied that I No, I don't go along with you that that thing isn't a good document. If you mean going along with that, I don't. H.M.Jr: No,with no. No, 1 mean are you willing that I place it all Hanes: Oh, absolutely, oh yes. 426 -30- H.M.Jr: I mean are you willing that I place .... Hanes: Absolutely. H.M.Jr: And release seven or eight fellows that have been sitting around here for hours consulting on this thing. Hanes: Sure, I think you're all right to say what you did to Mr. Delano. H.M.Jr: That's what I mean. Hanes: Yes. But I don't want that to mean that I subscribe to what you said about the document. H.M.Jr: That's all right, I'm not asking you to, b ecause you wouldn't have brought it in if you agreed with me. But it would save everybody lots of time and you don't have to worry about coming down this end of the road and all the rest. But when I get an agreement, I want it very, very clear; simply say that by such and such a date you'll accomplish such and such. And as far as I'm concerned, any date Delano: after December 31, '40, is just - is out. I mean ... (Smiling) I was thinking about making it about 1943 or something like that. H.M.Jr: Hanes: I mean the expiration of Mr. Roosevelt's term anything beyond that is just out. There's something about a legal limit that they have under the law - is it five years to - what is that? Folger: Dliminate real estate acquired for debt. Hanes: Real estate. They've got five years by law; you haven't got any choice on that. H.M.Jr: And may I say for you (Douglas) and you gentlemen who are visiting here that this is a little Treasury family party. Douglas: I understand. Taylor: I have a horrible question to ask you, Henry. 427 -31H.M.Jr: All right. Taylor: I mean about - this is just a possibility. I'm thinking about Preston Delano - what will he do if he gives up his national charter and takes up a state charter? H.M.Jr: What? Upham: Fine. Taylor: H.M.Jr: I mean in holding Preston to - to what .... Well, I can only hold Preston to his ... Taylor: Yes. H.M.Jr: I can only hold him to national banks. Delano: I assume, too, Mr. Secretary, this is a little bit like the play "If I Were King.' In other words, I either do this and drive the Burgundians from the gates or I hang on the gibbet. Is that the alternative? H.M.Jr: Well Taylor: The reason 1 mention that is - this thing I was talking about - you just might lose your fish, you see. Delano: what are the alternatives? Suppose I take this responsibility and suppose this fellow doesn't conform, and suppose I use all my best efforts to make him. Is it my resignation you want then? No, no, I've never done that. A fellow makes an honest effort, he makes an honest - in the five years I've been here I've never done that, so why should I start that with you? H.M.Jr: Delano: H.M.Jr: Delano: Well, I'm just trying to understand. I've never done that in my life since I've been here. But the only thing - if you - I would say if you weren't successful at least it would be your responsibility. Yes, I'd appreciate that. 428 -32H.M.Jr: No, I've never done that in five years, and in five years I've never done it. And believe me, lots of fellows have made mistakes around the Treasury which I've been illing publicly to take on myself. No, no - I mean all I want is an honest effort. But I want to cut this thing, and there are too many people carrying this responsibility, that's all. Delano: Well, I say this gladly: that I want to take all the responsibility that the office is entitled to and should have. H.M.Jr: Excuse me a minute. (Goes out to take phone call) Taylor: No, I didn't want to introduce an unfortunate element. Upham: You didn't. (Informal discussion is had in small roups) Foley: On the basis of a letter of warning we can make a Delano: If we warned them on that document and in spite of the warning they repeated some of these things that You can warn they have done, I don't suppose Section 30 case. them to take that real estate out at a particular time and if they don't do it, that doesn't make a Section 30 case; they've got to repeat. You see, Bill, the hell of the thing - it's like a dog; they've got a right to one bite and you can't do anything to them; then you can warn them and if they bite again Foley: you've got them. Isn't that an essential? That's right. Before you decide what you're going to do here, I'd like you to read the letter that we've got ready. I think I'll be able to give it to you either this afternoon or Monday. Delano: This is a tough decision, a question of whether you think you can lead them. It's safer to throw the whole thing in the waste paper basket and go forward on Section 30. That's the safe thing. 429 -33- Foley: Sure it is. Then we can make some noise about legislation and then maybe we can scare them into line. (Secretary returns) H.M.Jr: Wayne, have you got anything else? Taylor: That's all for the moment. But I think get a state charter - if they g ive it to him, I think probably he'll get his deposits insured and he'd be a member bank. Now that's H.M.Jr: You mean with too much pressure it might happen Taylor: Yes. H.M.Jr: Well then, we'll go around and see Leo Crowley. Douglas: Would Crowley use the leverage he has on this that way. situation? As I understand - I haven't even read the provisions of his statute, but he has a stronger weapon than even you have, hasn't he, Preston? Delano: Right, he's got a real weapon over there. He can hold a hearing and cancel his insurance, which is very definitely a tough thing to have happen to any bank. But again, you can't act facetiously, you've got to have very good reasons; practically speaking, must have insolvency to do that and just can't do it on criticized management, that sort of thing. Douglas: Isn't the standard unsound banking practices? Delano: No, not over there - is it? Folger: Yes. Delano: I thought it was practically insolvency. This is pretty hot stuff on that point. Leo just informed me - he said practically had to Douglas: Delano: Hanes: have insolvency, the way he put it. I'd say we've kept Leo Crowley posted every step of 430 -34- the way - he's been in on this thing every step of the way - and he's in agreement with this document. Delano: I'd like to have the Secretary know that we consulted you (Douglas) before we started this thing. Douglas: Yes indeed. Delano: And we laid out a program of what we're trying to do and we cleared with him, and in that way we weren't going to spoil his show. H.M.Jr: No, I just - I may be all wrong on this, but I don't think I am. And I just haven't got the physical time to sit down and share this responsibility in its present form. I just haven't got time; the day isn't all. long enough and I just can't do it, that's Delano: I think that's right. H.M.Jr: And I just haven't got the time, and it ties up everybody else in the Treasury; we're not doing anything else but this. That doesn't mean that you can't come in and consult us. Delano: H.M.Jr: I'd like that privilege. I'll talk to you before you write your letter. I want to talk to you. Douglas: I don't know if this comment would be worth anything. I throw it in for its five cents' worth. We've had many contacts with this crowd since late in 1935 on various matters. The first one, I think, related to a suspicion that we had that they were manipulating the market for Transamerica stock. We had some investigations running through from late 1935 down into 1936. We had them before the Commission four or five or six times that year, and we went into a more detailed investigation in September, 1936. We sent the Transamerica Company a questionnaire. And throughout 1937 other angles of the problem, the securities angle - the Securities and Exchange Act angle - kept coming up before the Commission. Each one of those problems was a question comparable to the one that we have with them now, in this sense, that it involved a transaction that had some earmarks 431 -35- of a violation of the law, and none of them, we felt, were sufficiently S trong to warrant going into a court or starting a proceeding. Just a little too tenuous. So during 1936 and 1937 we had innumerable conferences with them on these various legal points. Our experience was a rather bitter one. About all that those conferences ever amounted to was just a good roll in the hay with Giannini and not a god-damn thing happened. Foley: Here we go again. Douglas: I use that figure of speech advisedly, Mr. Secretary. H.M.Jr: No pregnancy, was there? Douglas: Everything else but that. "ell H.M.Jr: Douglas: Now we, therefore, when we approached this Section 19 proceeding that we started, discarded immediately all the negotiations trying to work it out. We have concluded on the basis of our experience with them that there is only one way to deal with them effec- tively, and that is with full legal weapons. That doesn't mean that the use of those weapons would preclude at the same time conferences; but without the legal weapon we have never been able to move an inch with them. H.M.Jr: Well, the thing that I.think Delano is - if I take this position which I am, I really think it would be a big help to you (Delano) if you got me in the background as your superior with my hands untied, not agreeing to anything. And I'm always there to back you up and I haven't agreed to anything. See? And there I am, your friend, in the background, ready to help. But I haven't agreed to anything. And I think that that's the strongest position for me to be in. 432 MEMORANDUM Res Bank of America December 16, 1938 6:00 P.M. Reference is made to the various communications in recent weeks between the Comptroller's office and the Benk of America N.T. S.A. dealing with departmental criticism of the bank's management, including dividend policies and certain specified items, and ml th particular reference to the department's letters to the bank of September 23 and November 23. After several conferences between L. M. Giannini, President, W. R. Blauer, Vice Chairman, and Russell Smith, Cashier, of the bank, Chief National Bank Exeminer Folger, Assistant Chief National some of Examiner Clarence Smith, andExaminer Sedlacck, which confer- Bank ences were attended by Comptroller Preston Delano, Deputy Comptroller Upham, Under-Secretary of the Treasury Hanes, Lee Crowley, Chairman of the Federal Deposit Insurance Corporation, Chairman Jones and Sam Husbands of the RFC, the following would seem to constitute an acceptable program for the adjustment of the items referred to herein. Due to the widespread operations of the bank, its great number of branches, and close affiliation with Transamerica Corpora1. tion and its allied interests, the bank will effect and reasonably maintain a sound capital structure having a ratio to its entire deosits of one to ten. V The bank agrees to furnish as much additional capital as may be required for this ratio, as determined by the Comptroller of the Currency after the result of the examination now in progress, including a review of the items classified as slow. The increased capital will be paid into the bank as early as pree- ticable after the amount shall have been determined, but in no event later than June 30, 1939. No dividends will be declared thereafter unless the then sound capital structure bears a retio to the entire deposits of substantially one to ten. Real estate in the amount of $1,578,005.49 now carried under the heading of "banking houses" will be immediately adjusted 2. satisfactory to the Comptroller. 3. Stocks and bonds listed on inserts 46 to 50, inclusive, to Page 6 of the Administration Department Report, with the exception of the Earl Fruit Company bonds in the par value amount of $506,000.00, will be adjusted to the satisfaction of the Comptroller of the Currency on June so, 1939. 4. The remaining balance of approximately $1,500,000 of unrealised bond write-up will be eliminated by June so, 1939. 5. The 16 loans made on 1278 shares of the bank's own stock will be immediately collected or corrected to the satisfaction of the Comptroller. 433 6. The A. 0. Stewart line listed at approximately 611,000,000, of the which $4,500,000 is classified as alow, will be made satisfactory to Comptseller. % The bank will not acquire the assets or assume the liabilities of any other bank for the purpose of merger or consolidation without the prior written approval of the Comptroller of the Currency. 6. Any dividends declared will at the time of the declaration be deducted from the undivided profit account and carried as a reserve for dividends. 9. The statute which prohibits a national bank from lending upon its own stock will be strictly enforced, and the same principle will be applied to loans on Transamerion stock. The bank may extend temporary accommodations to stockholders of Transamerica Corporation in small amounts for their business purposes, accepting Transamerica stock as supporting security, when they can demonstrate their ability to it. repay the loan without relying upon the sale of the stock to pay 10. Any loans to Transamorica Corporation and its allied interests will have tip prior approval of the Board of Directors of the bank and such approval will be recorded in the minutes of the board meeting. 11. Loans to Transamerica Corporation and its allied interests will be brought within the legal limit allowed to one interest as soon as possible, and not later than July 18, 1942, except as set forth in item (15) below. 12. The bank will not write up on its books the value of any of its assets, and no profit will be taken by the bank on any assets sold to a related company, unless such sale is a bona fide sale and without recourse on the bank. If any such sale is made other than for cash, the note or notes taken in payment or part payment therefor will be properly secured. 13. The bank will eliminate "other real estate" and the real estate contracts of Capital Company and California Lands, Inc., such elimination to be diligently pursued, and completed by December 15, 1943. 14. The bank agrees that any criticised items not covered herein will have proupt and effective attention, and that it will cooperate with the Comptroller of the Currency in an effort to bring all matters pertaining to the bank in line with his requirements. 434 .3. IS is understeed that proposale by the bank with respect 15. real estate purchased from Transamories Corporation by Heyehants National to Realty Corporation on or about July 14, 1937; of th respect the charged off assets repurchased by the bank from subsidiaries of to transamories Corporation on or about July 14, 1937; w th respect to stock of National City Bank of New York acquired by the bank on or about July 14, 1937, which items should, in the opinion of the Comptroller of the Currency, be removed from the bank's assets for cash) with respect to depreciation on bank building, and with respect to service charges on dermant accounts, are unecceptable to the Comptroller of the Currency and further negotiations will be conducted as to them after completion of the examination now in progress and in connection with increasing the capital stock. 16. Upon the bank's agreement to the program outlined herein, approved by its Board of Directors, is will be free to declare a semi-annual dividend in March, 1939, If its directors elect to do so, provided steps have been taken by the bank to increase its capital stock as set forth in item (1) herein. 17. The foregoing constitutes the principal items criticised in office letters of September as and November 23, 1938 and when the present examination now in progress is completed, the bank will endeavor to adjust any other matters of criticism not included herein to the satisfaction of the Comptroller of the Currency. It is understood that failure on the part of the bank to satisfactorily carry out any of the foregoing proposals, unless specifically weived by the Comptroller of the Currency in writing, will serve as a complete release on the part of the Comptroller of the Currency going program. from any consent, implied or otherwise, to the fore- December 18,1938 435 (1) Immediate elimination of the Transamerica excessive loan. (2) The elimination by Transamerica Corporation and its affiliates of approximately $15,000,000 in assets purchased by the bank.** (3) Bank to agree that it will not write up on its books the value of any asset which it retains and that no profit will be taken by the bank on any asset sold to an associated company unless such sale is bona fide and without recourse on the bank. (4) Elimination of the "other real estate" and the real estate contracts of Capital Company and California Lands, Inc., within a five year period. (5) A cessation in the expansion program of the Bank of America. N. T. & S. A. and of Transamerica. (6) A conservation of earnings. (7) Increase in the capital by $50,000,000 by the sale of new stock at once. 56,600 shares National City Bank NYC purchased from TAC on 7-14-37 $2,716,800.00 Guaranteed Loans Charged off assets repurchased from TAC subsidiaries on 7-14-37 Merchants National Realty Corp. Other real estate purchased 6,500,000.00 5,875,000.00 from TAC TOTAL Balancia office me ofa officers be with B 12/8/93 $15,091,800.00 436 December 19, 1938. FOR THE SECRETARY: I am disturbed over the outcome of the Saturday conference with the S. E. C. because, on reflection, I feel that some of us, including myself, let Mr. Hanes take sole responsibility for the proposed Bank of America agreement and for criticisms of it. Therefore, I should like your records to show that I agree with Mr. Hanes. I believe that the proposed agreement gains some ground faster than can be gained any other way, and that it does not hinder the Comptroller in insisting on further improvements. I also agree with you and with Mr. Hanes that the responsibility for carrying out the agreement rests on Mr. Delano. ESD 437 December 19, 1938 MEMORANDUM Ever since making a study of group and chain banking for a committee of the Federal Reserve Board in 1930-31-32, I have been convinced that the operations of the Transamerica group are dangerous, not only to the banks included in the system but to the entire banking structure of the country. Late in 1937 and early in 1938 when the condition of the Bank of America, N.T. & S.A. of San Francisco and re- lated institutions was up for consideration by the Secretary of the Treasury, the Chairman of the Board of Governors of the Federal Reserve System, the Chairman of the Federal Deposit Insurance Corporation, and the Comptroller of the Currency, it was my opinion that action should be taken to have the capital of the Bank of America increased, to insist upon a reduction in their dividend, to limit their expansion and to insist upon corrections of practices criticized by the examining force of the Comptroller's office. At that time action was opposed by Mr. Eccles, Mr. Taylor and Mr. O'Connor on the grounds that the bank was 438 -2entirely solvent, that the present management had greatly improved the condition of the bank since 1933, that the operations of the bank were in general in accord with the objectives of the New Deal, and that the difficulties, if any, centered not in the bank but in the holding company. It was suggested that legislation with respect to bank holding companies would cure whatever evils exist. An agreement was reached by the financial agencies on the general principles of bank holding company legislation to be sought and the recommendation was made by the President to the Congress for such legislation. Notwithstanding the majority feeling that the Bank of America N.T. & S.A. needed no attention, the Secretary of the Treasury directed that the report of examination under preparation in the spring of 1938 be expedited so that we might ascertain whether action should be taken to limit the payment of dividends by the bank. In the meantime, the Board of Directors, in March, declared a semi-annual dividend payable in March and June. When I finally secured access to the reports of exam- ination of the bank in late August, 1938, a review of the reports of examination since 1933 and of the correspondence file with the bank convinced me that the bank management 439 -3had a long record of unsafe and unsound banking, defiance of most of the suggestions and instructions of the examining force of the Comptroller of the Currency, and a record of influence with the Comptroller of the Currency which nega- tived and nullified all of the criticisms made by the examiners. At a meeting in the Secretary's office on September 18th it was agreed by the Secretary of the Treasury, the Vice Chairman of the Board of Governors of the Federal Reserve System, the Chairman of the Reconstruction Finance Corpora- tion, the Chairman of the Federal Deposit Insurance Corporation, the General Counsel of the Treasury, Acting Comptroller of the Currency Diggs, Mr. Tom K. Smith and others that the bank was guilty of unsafe and unsound banking and that a warning should be issued under Section 30 of the Banking Act of 1933. The Vice Chairman of the Board of Governors of the Federal Reserve System, while agreeing that the record seemed to show definitely unsafe and unsound banking, expressed his unwillingness to par- ticipate actively in the agreement reached because of the fact that, if resort were had to Section 30, he would be sitting as a judge in the case. 440 -4The warning agreed upon at the meeting was sent and the preparation of a citation to the Board of Governors of the Federal Reserve System, in case the warning was disregarded, was assigned to the General Counsel of the Treasury. A letter of criticism based on the latest report of examination was prepared and sent to each individual director of the bank under date of September 23rd. About October 17th we received a reply dated October 11th signed by each member of the Board of Directors of the Bank of America NT. & S.A. except Mr. Schenk, who had resigned, and Mr. A. P. Giannini. That letter was acknowledged at once and photostats circulated to the members of the banking committee and to others in the office of the Comptroller for use in the preparation of a reply. At least three drafts of proposed replies were likewise distributed to the banking group for their approval or criticisms. Early in November at a meeting in Mr. Taylor's office, attended by Mr. Delano, it was decided that before any reply could be made to the letter of October 11th, there would have to be careful scrutiny of the criticisms made by 441 -5examiners and the replies made to those criticisms. It seemed to be Mr. Taylor's idea, in which the others seemed to concur, that the letter of October 11th was a pretty devastating document, with impressive replies to criticisms of the examining force, and the intimation was strongly presented that we better be sure that we agree with the criticisms of the examiners before we went ahead. Although I was thoroughly convinced that there could be no doubt about the fact of unsafe and unsound banking and that the chief necessity at this point was for the Comptroller of the Currency to back up vigorously his examining force, I directed that a document be prepared setting forth the position of the examiner and the position of the bank, in contrast. While all this was transpiring, many doubts were planted in the mind of the new Comptroller of the Currency as to the advisability of proceeding under Section 30 of the Banking Act of 1933. He was advised by a good many people that he had no case and that a procedure of that kind was destined to fail. He was assured that the bank is all right, that it is solvent and sound, and that any "rocking of the boat" should be discouraged. 442 -6Through all of this I maintained that there certainly could be no question that the bank management had engaged in unsafe and unsound banking and that the Board of Governors of the Federal Reserve System could not in good conscience reach any other conclusion. I finally insisted that I could not wait any longer to make reply to the letter of October 11th, which included among other things a suggestion that the Board of Directors would appreciate it if the Comptroller of the Currency would meet with the management of the bank for a conference on the issues involved. My position on that point was that since the letter of October 11th clearly revealed that the management and the directors (in so far as their signatures to the letter meant any understanding of the situation) were firmly of the position that the bank was right and the examiners wrong on all of the important issues, as well as most of those of minor importance, nothing could be gained by a conference and that the chances were that something would be lost, namely, a position of advantage in the prosecution of a Section 30 action. 443 -After several days of conferences and tantrums by me, which did not improve my standing in the club, I reached the point where it seemed to me that any letter was better than none and I agreed to the transmittal of a one-page letter inviting the directors to send a committee to Washington to confer with the Comptroller. Partly because of gossip sheet and newspaper comment to the effect that no action had been taken by the Comptroller of the Currency to warrant the shakeup in the Comptroller's Office and that the situations needing correction had not been touched and intimations that the Comptroller's Office was content to let the SEC fight its battles, and partly because of the conviction that the Comptroller and the Secretary were in a vulnerable position because of the fact that there was no record of any action since I became the Acting Comptroller of the Currency, I again insisted, even though the one-page letter had been sent, it was essential to send a reply to the letter of October 11th, regardless of whether or not the one-page letter of November 23rd resulted in a committee coming to Washington for a conference. Further tantrums on my part finally produced an expression by the banking committee that such a letter should go if no reply had been received to the letter of November 23rd. The letter 444 -8was prepared and initialed for signature. It was never sent, however, because in the meantime the Comptroller of the Currency had let it be known by the grapevine to Mr. Blauer, who is Executive Vice President of the Bank of America, N.T. & S.A., that a committee better come to Washington. The Comptroller and Mr. Blauer were old friends and he believed that Mr. Blauer would cooperate with him in bringing about a successful conclusion of such a conference. The Comptroller told me that he was greatly alarmed over the reports which seemed to be pretty unanimous that we had no case under Section 30 and that even if we did, the chances were that we would lose because of the attitude of the Board of Governors of the Federal Reserve System. He thought such an outcome would be a calamity. He said that, moreover, he thought it important in this case to have the complete agreement of the other banking agencies on whatever might be done. He cited the attitude of Jesse Jones and Marriner Eccles and said that he wanted particu- larly to avoid a split in the New Deal such as had resulted from the action of the SEC proceeding against Transamerica 445 -9without consulting Marriner Eccles. He said he wanted to keep Jesse Jones and Marriner Eccles on our side rather than have them openly join the ranks of the enemy. He had prepared two memoranda, one to contain the items of ma jor importance upon which he wanted to get agreement by Eccles, Jones, Crowley and Dougla 8, and the other a list of a larger number of technical questions to be left to negotiations between the technical staff of the Comptroller's Office and the bank management. I volunteered the advice to the Comptroller that it seemed to me what was needed was for a stern visaged and a firm Comptroller to sit down opposite the representatives of the bank and impress them with the conviction that the previous defiance of this office would no longer be tolerated under the new deal in the Comptroller's Office. I said that in my opinion Mr. Eccles and Mr. Jones were on the enemy's side and I would rather have them openly than boring from within. These sentiments agitated the Comptroller somewhat and he again said he thought it was essential that the agencies work together. Accordingly, I assisted in the preparation of the short memorandum, and to a lesser extent the long memorandum. I agreed that the three most important 446 - 10 - things to require of the bank are: (1) a substantial increase in their capital; (2) a substantial reduction in the rate of their dividend; and (3) a cessation of the expansion of the bank and group. Mr. Delano undertook to get the agreement of Mr.Jones, Mr. Eccles and Mr. Crowley to this program and reported that he had done so. He repeatedly attempted to get me to say that if a satisfactory arrangement were arrived at with respect to these three methods, that the agreement with respect to the longer list of details would be acceptable also. Mr. Folger, Mr. Sedlacek and I said from the beginning that if we could secure a substantial increase in the capital, and a substantial decrease in the dividend, and a cessation of expansion, we would think the other matters were of rela- tive unimportance, in view of the desire of the Comptroller a to reach an agreement which would produce/sound bank and protection for depositors as opposed to punitive action. The Comptroller later told me that he would have present at the conference with the officials of the bank Mr. Jones, Mr. Crowley and Mr. Hanes. I objected strenuously to that procedure and told him that this was a proceeding between the Comptroller of the Currency and the bank and that if at that conference Mr. Jones, particularly, was to be present, the character of the conference would not be the expression 447 - 11 - of a firm conviction that they must do certain things but a sort of compromise give-and-take affair with anything but a united front. The Comptroller said that it was the wish of the Secretary of the Treasury that Mr. Jones be present. I learned elsewhere that the Comptroller had expressed very vigorously to the Secretary his opinion that this should be the procedure undertaken and I was given to understand that the Secretary had told the Comp- troller that while he wouldn't do it that way, if the Comptroller felt that deeply about it, he would not object. In view of the fact that the Secretary of the Treasury had told the Chief National Bank Examiner that both he and the President of the United States would stand behind him in dealing with this bank, and in view of the fact that the new Chief Examiner in the Twelfth Federal Reserve District had asked whether or not in his new work he would have the support of this office instead of being thrown down as had previous chiefs in that District, and in view of the fact that he had been assured by Mr. Folger and myself and Mr. Delano that not only the Comptroller but the Secretary of the Treasury would be behind him, it seemed to me, and I so said, that those assurances were being negatived by the 448 - 12 group conference method and that the result would be the same as heretofore--a successful appeal by Giannini over the heads of the examiners and the Chief National Bank Examiner. My tantrums and my attitudes and my unsolicited advice certainly did me no good. The three officials of the Bank of America met on two successive mornings with the Comptroller, Mr. Jones, Mr. Hanes, Mr. Crowley, Mr. Folger, Mr. Sedlacek and Mr. Upham. On the afternoons of those two days, the three officials of the bank met with Mr. Folger and Mr. Sedlacek for a discussion of the technical details. At both of the morning sessions Mr. Giannini told the story from his standpoint, including emphasis upon the record of accomplishment made by the bank since 1933. Many of the things which he said paralleled statements in the Directors' letter of October 11th and could have been answered effectively in a man-to-man conference. It was obvious that Mr. Jones and Mr. Hanes and Mr. Delano were impressed with the case made by the bank and questioned the adequacy of the examining staff's appraisals and criticisms. Our crowd went out of its way to emphasis the friendly nature of the conferences and the desire to get together rather than to require performance on the part of the bank. 449 - 13 Mr. Jones commended the bank for its profit-sharing plan with employees (this in spite of the fact that Mr. Giannini testified that if the employees joined an outside union, the profit-sharing plan would probably be ended). Mr.Jones further commented favorably upon the splendid record of the bank since 1933. Mr. Delano showed great concern over the fact that certain newspaper columnists were writing stories which were reflections upon the bank. At the second morning conference Mr. Hanes and Mr. Delano seemed to be greatly impressed with the bank's contention that the classified assets should be $150,000,000 rather than $180,000,000, and to be equally impressed by a statement from Mr. Giannini that one of the loans in one of the branches which had been criticized by the examiner had proved upon investigation to be adequately secured and a good loan. They spoke then to the effect that the contention between the bank and the Comptroller seemed to be narrowed down to the question of whether or not the examiner had cor- rectly appraised the assets, and Mr. Jones said that in a bank of that size, no one could tell within $30 million as to what assets were worth. The burden was definitely placed on the examiner to prove that he was right and the bank wrong and that that could be determined by reexamining the assets in the present examination. At the close of 450 - 14 the second morning's conference Mr. Upham resented some things which Mr. Giannini had to say about Secretary Morgenthau and the meeting broke up with some show of feeling. At the afternoon conference on that day the Chief National Bank Examiner, who had reached the conclusion that the Examining Division was not being very well supported, read something of a riot act to the representatives of the bank and told them what he, as Chief Examiner, would expect. Again the bank learned that if they were to gain their point, they would have to rely upon someone higher than the Chief National Bank Examiner and the Deputy Comptroller of the Currency. At the morning conference on the following day, Mr.Upham, Mr. Folger and Mr. Sedlacek were not present. My understanding is that Mr. Hanes was only there for a short time. Mr. Crowley, according to his own description, was asked to leave, he being the only one of the principals who had said a firm word to the bankers. Mr. Jones and Mr. Delano reasoned with Mr.Giannini and finally Mr. Delano left Mr. Giannini and Mr. Jones together by themselves. The rest of the week, as far as I know, Mr. Giannini was not in the Comptroller's office at all until Saturday. In the meantime he and his associates were closeted with Mr. Jones, were having informal dinner gatherings and breakfast conferences preparing a document which was supposed to be the agree- ment between the bank and the Comptroller. In the meantime, also, Mr. Jones was conferring by telephone and telegraph with A.P. Giannini. What part in this the Comptroller played I do 451 - 15 not know. At the close of the first morning's conference in the Comptroller's office, I had been asked by the Comptroller what I thought, and being an honest damned fool, I had told him (a) that if he were concerned about banker opinion as to the domination of this office by the Secretary of the Treasury, he should realize that bankers would very soon know that the Under Secretary of the Treasury was helping to conduct a conference with the Bank of America; and (b) that it seemed to me he was getting the Secretary of the Treasury into an impossible position in that he either would have to approve the agreement which was reached by the conferring group or he would be the one unreasonable man in Washington who was interested in persecution rather than depositor protection. At the end of the first week's conferences, the Comp- troller was taken ill. Mr. Hanes somehow got the impression that I was of the opinion that everyone, including himself, was running out on me and the examiners. He assured me that from then on he would attend no conferences without me and be a party to no agreement to which I was not a party. He told me also that the Secretary of the Treasury said he was pretty tired of receiving notes from people in the Treasury about Mr. Delano's deficiencies. In view of all these circumstances, 452 - 16 - it seemed to me that perhaps it was true that I was the only one who was out of step and obdurate and unreasonable and that if the policy decision had already been made that we were to adopt the Chamberlain method of appeasement in an effort to secure harmony and good feeling and depositor protection, forgetting all about the enforcement of technical criticisms by examiners, I better get into line with the Comptroller and the Under Secretary and the Chairman of the RFC and the Chairman of the FDIC and the Secretary of the Treasury. On Monday night of the second week of negotiations, Mr. Hanes, Mr. Folger, Mr. Sedlacek, Mr. Taylor and I all went to the office of the Chairman of the RFC and were handed a document which purported to be a merger of the short and long agenda or memorandum which had apparently been worked out by Mr. Jones and Mr. Giannini. Mr. Jones indicated that he had worked on this about as long as he was going to, and that this represented just about what he thought ought to be agreed to, and that if it weren't, he would like to wash his hands of the whole thing. He had previously expressed the view that the bank was a good bank and most of the practices to which the examiners had objected were unobjectionable as far as he was concerned. 453 - 17 We brought that memorandum with us when we returned to the Treasury and revised it several times during the week, gaining a little ground each time insisting that the bank agree now to a minimum of at least $25 million increase in capital; some reduction in dividend; and omitting those items featured in the SEC citation as to which the bank gave no ground at all. During the course of these negotiations, Mr. Hanes told me that I was Acting Comptroller of the Currency and that I should put into these revisions whatever Mr. Folger, Mr. Sedlacek and I wanted to get. I told him that I would not at this point reverse the whole program embarked upon by the Comptroller and that the most I could do would be to see how much we could strengthen our posi- tion and get the agreement of Jones and Giannini to it. When Mr. Folger, Mr. Sedlacek and I disagreed to the omission of a definite amount of increase in capital to be stipulated now on the ground that the arrangement was too vague as to the future, we were told that unless we entered into this by giving full credit to the good faith of Giannini, it wasn't worth anything anyway. Finally after having been manoeuvered into one corner after another and down one alley after another by reason of 454 - 18 - policy decisions as to the method of conducting the negotiations and the attitude that we were to take toward the representations of the bank, Mr. Folger, Mr. Sedlacek and I agreed that on the basis stipulated by Mr. Hanes and Mr. Delano, we would agree to the memorandum as written because in the opinion of Mr. Hanes and Mr. Delano it represented an agreement by the bank to put in whatever additional capital the Comptroller of the Currency may stipulate and because it represented an agreement not to pay a dividend unless the capital had been adjusted to the satisfaction of the Comptroller of the Currency. We were assured that it was understood, and that Mr. Giannini understood that no agreement was reached until and unless the details had been presented to the SEC and the Secretary of the Treasury. To say at this time that the agreement is concurred in by Mr. Upham, Mr. Folger and Mr. Sedlacek without living through the day-to-day changes and limitations and qualifications and assurances is not to tell the whole story. If I had been the Comptroller of the Currency, I would have insisted upon direct personal conferences with the 455 - 19 representatives of the bank. I would have given them to understand that here were requirements which the bank was expected to live up to, not that here were criticisms about which we would compromise and give and take. I would have consulted freely with, and sought advice from, the heads of other financial agencies and with other per- sons in the Treasury, but I would have kept the reins in my own hands, for the protection of the Secretary, for the protection of the office, and for the protection of the examining force. All of this is water over the dam and perhaps should not be recounted. My main purpose in putting it on paper is to have a record for myself. Having written it, I want to add that if the office is to be conducted on this basis, I am of the opinion that there is no new deal in the office and I shall have no great joy or satisfaction in being associated with it. Upm