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CABLE ADDRESS— BAMERICAL 1 0 4 3 4 SAX FRANCISCO LEGAL HEADQUARTERS DEPARTMENT SAN FRANCISCO. CALIFORNIA August 28, 1941a Mr. Lawrence Clayton, Assistant to the Chairman, Board of Governors, Federal Reserve System, Federal Reserve Building, Washington, D. C# Res S. E. C# 19(a)(2) Proceeding vs.Transamerica Corporation. Dear Larry: Enclosed i s a copy of Memorandum of La M Giannini in Reply to Response Memorana dum of Counsel for the Securities and Exchange Commission« In our opinion, this Memorandum constitutes a complete answer to the contentions of the Commission!s staff regarding the i n t e r pretation of the Agreement of March 10, 1941. After you have had an opportunity to go over this Memorandum, we shall appreciate your l e t t i n g us have your comments. Kind regards! Yours ve: G.I D; j^CHILLING Assistant Vice President and Counsel. GDSsMMcG Enclosure Airmail October 22, 19^+1» Dear George: I hope you w i l l not think m too dilatory because of ay e failure to actaiowleuge and reply to yours of August 2fc, with which you enclosed a copy of kariol s memorandum in the SEC proceedings. I t so happened that .this arrived just after w had finished tne e work of preparing regulation ft and tnere w^s a great accumulation of other matters, including a flocK of meetings of tne Boaro and of the Ooen market Confcittee, ana i t seems that I have just now caught my oreatn again. Incidentally, I oas out of town last weeK, which further* delayed ay patching up on correspondence. I did appreciate your sending m the copy of Mario's memoe randum, and I read i t with a grea:, oeal of interest. I thought i t good and strong and yet thers was throughout an appeal to fairness which evidently bore some f r u i t , as i have noticed oy press reports recently that the Commission accepted the amendments to the famous registration statement. I naturally assume that this just about settles the long and tedious dispute, but would be glad to have your views, i f I am wrong i n this assumption. Please remember m most kindly to A.P., kario, Louie, Porter e and the others w o I have met personally. hm Althovjgh I presume you have less occasion to come back here i n the future, I hope for the pleasure of seeing you ere long. With best wishes, I am Yours sincerely, Mr. George Schilling, Bank of America, National Trust and Savings Department, No. 1 Powell Street, San Francisco, California. LC c m