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CONTINUATION OF THE NOMINATION OF G. WILLIAM MILLER HEARINGS BEFORE THE COMMITTEE ON BANKING, HOUSING, AND URBAN AFFAIRS UNITED STATES SENATE NINETY-FIFTH CONGRESS SECOND SESSION ON THE NOMINATION OF G. WILLIAM MILLER TO BE CHAIRMAN OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM FEBRUARY 27 and 28, 1978 Printed for the use of the Committee on Banking, Housing, and Urban Affairs U.S. G O V E R N M E N T P R I N T I N G 25-067 W A S H I N G T O N : 1978 OFFICE COMMITTEE ON BANKING, HOUSING, AND URBAN AFFAIRS W I L L I A M PROXMIRE, Wisconsin, JOHN SPARKMAN, Alabama HARRISON A. WILLIAMS, JR., New Jersey THOMAS J. McINTYRE, New Hampshire ALAN CRANSTON, California A D L A I E. STEVENSON, Illinois R O B E R T MORGAN, North Carolina DONALD W. RIEGLE, JR., Michigan P A U L S. SARBANES, Maryland Chairman E D W A R D W. BROOKE, Massachusetts JOHN TOWER, Texas J A K E GARN, Utah H. JOHN HEINZ III, Pennsylvania R I C H A R D G. LUGAR, Indiana HARRISON SCHMITT, New Mexico KENNETH A . MCLEAN, Staff Director JEREMIAH S. BUCKLEY, Minority Staff Director BRUCE F. FREED, Professional Staff Member CHARLES' L . MARINACCIO, Special Counsel JOHN T. COLLINS, Special Counsel to the Minority DAVID P. DOHERTY, Associate Director, Division of Enforcement, Securities and Exchange Commission (II) C O N T E N T S L I S T OF WITNESSES MONDAY, FEBRUARY 27 Page- Opening statement of Senator Proxmire Opening statement of Senator Brooke Opening statement of Senator Schmitt Opening statement of Senator Riegle C. Robert Bell, Wichita, Kans Edwin J. Ducayet, board of directors, Textron Dwayne Jose, vice president for commercial marketing, Bell Helicopter AFTERNOON 1 3: 4 26' 6 14 15 SESSION James F. Atkins, president and chief executive officer, Bell HelicopterTextron, accompanied by George Galerstein, chief legal counsel Thomas Soutter, vice president and general counsel, Textron 74 111 TUESDAY, FEBRUARY 28 Statement of Senator Sparkman Statement of Senator Brooke Statement of Senator Schmitt J. H. (Bud) Orpen, Bell Helieopter-Textron International marketing manager until November 1969 G. William Miller, chairman of the board, Textron.: 146 147 153 139 156 APPENDIX Chronology of G. William Miller confirmation ADDITIONAL STATEMENTS AND D A T A SUPPLIED FOR THE 219 RECORD Statement on Miller confirmation by Senator Harrison Schmitt THIRD SUBMISSION OF DOCUMENTS FROM T E X T R O N — F E B R U A R Y 137 21, 1978 Letter to Mr. Charles Marrinaccio, special counsel, Senate Banking, Housing, and Urban Affairs Committee, from Thomas Soutter, vice president and general counsel, Textron FOURTH SUBMISSION OF DOCUMENTS FROM T E X T R O N — M A R C H 2, 1978 Letter to Senators Proxmire and Brooke from Thomas D. Soutter, vice president and general counsel, Textron Documents submitted by Arthur Young & Co. in response to February 25, 1978 subpoena Additional affidavits Additional documents (in) 221 229 387 587 681 CONTINUATION OF THE NOMINATION OF G. WILLIAM MILLER 1 MONDAY, FEBRUARY 27, 1978 U.S. SENATE, C O M M I T T E E ON B A N K I N G , H O U S I N G , A N D U R B A N A F F A I R S , Washington, D.C. The committee met at 9:05 a.m., in room 5302, Dirksen Senate Office Bldg., Senator William Proxmire, chairman of the committee, presiding. Present: Senators Proxmire, Sparkman, Stevenson, Morgan,. Riegle, Sarbanes, Brooke, Garn, Heinz and Schmitt. OPENING STATEMENT OF CHAIRMAN PROXMIRE The C H A I R M A N . The committee will come to order. Before I call the panel that we have to start off the hearings this morning I would like to make an initial statement. There has been some talk that the committee, in pursuing the investigation of the Miller nomination, may be taking a position that is damaging to the public interest in several ways. The suggestions are: First: The committee is establishing standards that are too high. That is, if every nominee can be expected to have a company with which he has been associated investigated from stem to stern in connection with a payment made by subordinates and over which the nominee had no specific responsibility and disclaims knowledge, where do you draw the line? Second: The committee is becoming mean spirited and petty in giving such time and attention to a relatively minor issue that occurred years ago and only remotely—if at all—affects Mr. Miller. Third: The charge is that the committee is generally conducting the nominating process in a way which will discourage able and competent people who could serve Government with distinction from being willing to do so, because—however strong and clean their record may be—the errors of those associated with them—or the alleged errors of those associated with them will be visited upon them, their associates and friends. Fourth: It's charged that the committee is delaying the nomination unduly. Hearings were held the week the Senate returned to ! F o r further information on the Nomination of G. William Miller, see earlier hearing: dated January 24, 1978. Also see committee print published bv this committee and titled "Staff Investigation Relating to the Nomination of G. William Miller," Parts 1, 2, and 3 ; datod February 27, 1978. (1) 2 Washington. But the investigation since then has consumed more than a month. Meanwhile, the Federal Reserve Board which plays such a central role in the Nation's economic policy is waiting uncertainly and the incumbent chairman of the board, Dr. Burns, is so concerned that he has been reported to have called some committee members to urge a prompt decision by the committee. Here is my response : The committee in my view has had no real choice except to proceed as it has. Consider the facts. The chairman of this committee was informed that, in paying about $3 million to its agent in Iran, Air Taxi, in connection with a sale of $500 million in helicopters to Iran, Bell Textron had paid a large part of that sum to the head of the Iranian Air Force, General Khatami, who was a part owner of Air Taxi. And that such a payment constituted a bribe. The nominee, Mr. Miller, in appearing before this committee, admitted the nearly $3 million payment, admitted that he had a full knowledge of the payment, but declared that he did not know and would be surprised if General Khatami had been in fact the owner of Air Taxi. At the initiative of Senator Heinz and the approval of this Senator as chairman, the committee decided to direct our committee staff to investigate this payment. That decision was vital. If anyone has said the committee should not have investigated this payment under these circumstances, I have yet to hear it. So the decision to investigate was unchallenged. And there was ample opportunity for such a challenge. Several days after the staff investigation was ordered, the committee with a quorum present voted without objection to issue subpenas to secure records to support the investigation. The staff conducted an investigation interrogating a number of corporate officers of Bell Helicopter and two outside witnesses. They assembled a number of pertinent documents. They secured affidavits from interested parties. Under the circumstances, they worked hard and fast. The results of that investigation have now been made available to the members of the committee for more than a week and to the press for several days. The investigation has received intense scrutiny. But I have yet to hear the first charge that the staff indicated any bias, any discourtesy, or even any lack of straight, professional conduct. The record of the investigation is an open book. No one— no member of this committee, no other member of the press—-no one has cited a single question, assertion or action by the investigating staff that was unfair. Now, are our standards too high? Should we demand that the next Chairman of the Federal Reserve Board come before this committee and subject himself to a challenge to his competence, his integrity, his performance in the principal job he has held during his working life? Of course we should. And the nominee should be able to meet the highest, toughest tests. What if he cannot meet these standards? Thpu we should, and can, get someone who will meet these tests. If nervous nellies and weak sisters are frightened away by this kind of thorough investigation, so be it; the Government is better 3 off without them. This country has literally hundreds of men and women qualified for this great and powerful position and willing and anxious to get the job. The committee cannot avoid a strong investigation or tough and challenging questions for fear they may offend a nominee and frighten good people away from Government service. Finally, the committee has not and is not going to delay this hearing 1 day, 1 hour or 1 minute longer than necessary. Like any careful investigation of this magnitude, it takes time. We are not yet through. I think we should take just as much time, interrogate as many witnesses and run down as many leads as the situation requires. Unfortunately, we cannot have all the facts before we will have to make a decision. We will not have the benefit of the Securities and Exchange Commission investigation completed and available, for instance. We may not be able to secure the kind of detailed information we would like from Europe and Iran in time to make a more thoroughly informed decision. But if we have to meet early in the morning and late at night and on next Saturday and Sunday, we will do so. We owe the Senate, and Mr. Miller, as prompt, as thorough, as rigorous and as fair a record and report as we can make and I think the committee is well on its way to doing that. Senator B R O O K E . Mr. Chairman, if I may The C H A I R M A N . Senator Brooke. OPENING STATEMENT OP SENATOR BROOKE Senator B R O O K E [continuing]. Just for a moment, and I think Senator Schmitt also wishes to make a very brief statement. First: The purpose of these hearings as I understand it is to assist the committee in determining whether G. William Miller is fit to serve as a member and chairman of the Federal Reserve Board; second, since the question of the propriety of the $2.9 million payment was raised in the committee's hearing on January 24th, the committee staff, as you have said, Mr. Chairman, has conducted an investigation into the matter and has recently reported to the committee on its inquiry; third, there are questions which have been raised as a result of the investigation regarding, among other things, the credibility of witnesses who have appeared before the committee staff and those who have been deposed by the committee; and four, it is now appropriate in my opinion for the committee to explore some of the issues that were raised by the staff's investigative report and to put them to rest here. Now as you have said, Mr. Chairman, some have charged that Mr. Miller is being unfairly judged in 1978 on the basis of postWatergate morality because the Bell Helicopter contract with Iran was signed in June 1973 and Air Taxi was hired in 1968. Now I would like to point out that the committee is not only examining what G. William Miller knew in 1968 or in 1973, but what Mr. Miller knew in 1975 when Thomas Soutter, who is Textron's general counsel, conducted an internal investigation of the 4 payment. That's one reason why, Mr. Chairman, I so much stress the necessity for having Mr. Soutter, the general counsel, appear before us. And moreover, in 1975, many large companies were participating in the Securities and Exchange Commission's voluntary disclosure program regarding foreign payments and yet Textron Co. did not, and, of course, this raises the question of what Mr. Miller did in 1975 to determine the circumstances surrounding and the propriety of the payment. Now those are just some of the issues, Mr. Chairman, that come to light. I don't know what the witnesses will testify to this morning, but I think it is important that we receive their testimony. Senator Schmitt, Senator Lugar and other Senators have consistently asked that this committee frame the issues that are before us, and I think it's important that we do so, and I believe the following are still the basic issues: No. 1, the fitness, the qualification for G. William Miller to serve; and No. 2, his knowledge of certain of the facts regarding the $2.9 million payment, that is, what if any participation he had in it; how much he knew about the ownership of Air Taxi; and what he should have known, if he did not know about such matters, in the course of his administration of Textron and particularly during the period when he acted as the group vice president with direct administrative responsibility for Bell Helicopter. So I hope that the testimony we will receive today, and again when Mr. Miller is given an opportunity to appear before us, will resolve these matters and we will be able to vote on whether Mr. Miller should be confirmed or not. The C H A I R M A N . I understand Senator Morgan has no opening statement. Senator M O R G A N . N O . OPENING STATEMENT OF SENATOR SCHMITT The C H A I R M A N . Senator Schmitt. Senator S C H M I T T . Mr. Chairman, just fairly briefly, I want to associate myself with Senator Brooks' comments and also with the question that has been raised as to what degree does the committee or any committee have to pursue that issue. I must admit that when we started this, I was uncertain as to whether or not we were moving into an area that was beyond the necessity of the confirmation hearings for Mr. Miller. I think that in retrospect we have done, up until now, the appropriate thing. My principal questions about Mr. Miller have been on his monetary philosophy and in the degree of independence that he may have from the White House. We also must be very careful that once a question of integrity is raised that we move to the point where that issue is full resolved either in favor of the nominee or not in favor of the nominee. I have wondered myself since we had the staff report of whether or not Mr. Miller should have exercised greater responsibility in the 5 investigation that he undertook of the $2.95 million payment by Bell Helicopter to Air Taxi. I think that's the purpose of today's hearings and questions we will ask Mr. Miller tomorrow, to determine just to what degree should he have pursued that more than he did. Was it based on knowledge or was it based on a judgment as a manager of a large corporation that that was beyond his need to pursue ? As a member of the Commerce Committee we get nominations before us on a sort of steady stream, much more so than we get here in the Banking Committee, and I have tried and I believe other colleagues are trying to establish a new level of investigation, a new level of perusal of various nominees' qualifications—not only the background, experience and philosophy of the nominees, but also their knowledge of the job that they have to undertake so they can get off running quickly. We also are looking very carefully into the basic underlying integrity of each individual and whether or not after their nomination and confirmation they might at some time embarrass the U.S. Government. Embarrassment of the U.S. Government is something that we have to minimize in this day and age more so than an other age I think that we have ever had before us. I hope that that's the spirit in which we are entering this hearing— not a spirit of trying to find somebody we can hang, like Mr. Miller, because I tend to believe that we will not do so, but in a spirit that shows we are trying to restore the confidence in the U.S. Government, in the Congress, that unfortunately has been eroded over the past few years. Thank you. The C H A I R M A N . Thank you very much, Senator Schmitt. Senator Garn. , Senator G A R N . N O . The C H A I R M A N . N O W I ask the first panel to come forward. That's Mr. Robert Bell, attorney for Bell Helicopter's agent in Iran; Mr. Edwin J. Ducayet, board of directors of Textron and former president and former chairman of Bell Helicopter; and Mr. Dwayne Jose, vice president for commercial marketing of Bell Helicopter. Be seated, gentlemen. We have three distinguished witnesses and we have two microphones so I will ask you to share the microphones among you. First, I'd like you three gentlemen to rise and raise your right hands. Do you swear the testimony you are about to give will be the truth, the whole truth and nothing but the truth, so help you God? M r . BELL. I M r , JOSE. I do. do. M r . DUCAYET. I do. The C H A I R M A N . Thank you, gentlemen. Be seated. Now all three of you gentlemen have been questioned previously bv the staff within the last few weeks. I'm going to ask each of you if vou have a statement that you would like to make at this time before the committee begins questioning you and following up on the interrogation which was made available to all members of the committee. Mr. Bell, go right ahead, sir. 6 STATEMENT OP C. ROBERT BELL, ESQ., WICHITA, KANS. Mr. BELL. Thank you, Senator. My name is C. Robert Bell. I'm an attorney from Wichita, Kans. In 1966 at about late August I was approached by a client of my law firm at that time, named William French, and he told me that he had been the Bell Helicopter and the Cessna dealer in Iran for a number of years and he lived there with his family and he had been having problems. He had been approached by a representative of General Khatami who was the owner of Air Taxi and Heli-Taxi, two Iranian corporations which supposedly had a complete monopoly on the sales and operations of aircraft in Iran and around which he had been attempting to operate, and had been requested to give the General a substantial portion of the proceeds of his Cessna and Bell Helicopter interests. After consultation with representatives in the American embassy he advised the messenger, General Rafaat, that he was unwilling to do this. General Rafaat told him if he didn't do it he would run him out of the country. Mr. French subsequently went out of the country on business and upon his return was denied reentry to Iran. This was in the spring of 1966. Thereafter, for a considerable period of time, our embassy personnel were unable to find out any statement of reason as to why he was not permitted to reenter the country. Approximately in July of 1966 he was informed that the Iranian officials had accused him of making illegal flights in his Cessna 180 aircraft, something which we later were able to conclusively show was not true in fact. At that point he was advised by embassy personnel to retain counsel and he came to see me. He had consulted me previously because he was a Cessna dealer and when he needed counsel he happened to have been in Wichita for a Cessna dealers' meeting. After he told me this story, I said: Well, Mr. French. I'm not exposed to matters of this kind very often and what you tell me sounds like something out of an Arabian nights and dreams. I don't believe it. Well, I'll pay you per diem if you will go to Washington with me while we talk to the State Department and they will confirm it. So I went to Washington with him. We arrived in early September, I think the 8th or 9th, and we went to the State Department and we talked to the gentleman in charge of the Iran desk. His name was Elliott. His assistant, Mr. Mulligan, was also present as was a lady lawyer for the State Department whose name I don't recall. Mr. French was present. I told Mr. Elliott this story and asked if he would confirm or deny each portion of it. I told him I recognized some parts of it might involve national security and if he would just tell me we'd proceed. I went through the story without interruption in more detail than I have just related to you and at the conclusion of it Mr. Elliott said: I have just returned from a tour of duty in the U.S. Embassy in Tehran, and I know of my own knowledge that everything you said is exactly correct. 7 At that point, I said: Well, I didn't want to have my client standing trial for some kind of charges in Iran. And he thought that was good advice—Mr. Elliott did. I asked what he would recommend and he stated that he would recommend that since the causes of the trouble seemed to have been Mr. French's intransigence in failing to adapt to the local mores and customs in the country where he was trying to do business, and since it appeared that I was more acquainted with negotiations and matters of that sort that it would be beneficial for me to go negotiate on Mr. French's behalf with General Khatami. I told him I would be glad to do so if they could assure me that it wouldn't be held against me just because my client was charged with what they regard as criminal activity and that if I were delayed in leaving Iran for even 10 minutes they would send a whole battalion of Marines after me. He said they would contact the embassy in Iran and let me know. In the meantime, I was to return home and I did. Mr. French went to Beirut where he was staying temporarily. I received a telephone call from Mr. Mulligan on September 22 telling me that the question of my visit had been discussed with General Khatami and that he was willing to see me and he suggested that I discuss these matters with a Dr. Safavi who was, I was told, a vice president of the High Council of Civil Aviation of Iran and who was an attorney for that High Council. There was a subsequent phone conversation with Mr. Mulligan on the 28th of September telling me that they had contacted Dr. Safavi and he was willing to see me when I arrived. I then started for Iran. I stopped in Beirut on the way and conferred again with my client. Upon arrival in Iran I first contacted Mr. Robert Harland of the U.S. Embassy and told him this entire story. He indicated that he was fairly new on the job in Iran and had no personal knowledge of it, but that he was familiar by way of hearsay with all of the things I told him. I then talked to Mr. Thatcher and Mr. Ferguson of our embassy. They informed me that there might be some possibility for me to negotiate a way for Mr. French's business to continue in Iran and if that were successful and continued for an appropriate period of time perhaps eventually I would be able to arrange for Mr. French's personal return. They indicated that General Khatami was not an unreasonable man, although he was very put out with Mr. French for the things Mr. French had been saying in communications to our President, Secretary of State and various Members of Congress. The embassy arranged an appointment for me with Dr. Safavi and at that meeting Dr. Safavi confirmed that he was speaking on behalf of General Khatami and other members of the High Council of Civil Aviation. He started to tell me what a bad man my client was and I told him I wasn't there to discuss that although I was interested in whether or not these charges were against my client 8 personally or against his companies. Dr. Safavi assured me they were against my client personally. I said: In that event, Dr. Safavi, we are both men of affairs and we are able to recognize that there must be some way in which thsee companies can arrange to operate in Iran. Dr. Safavi said there was and he would be very happy to accommodate us by forming a Persian corporation in which he would be the holder of 51 percent of the shares as the nominee for General Khatami and other members of the High Council of Civil Aviation. Our companies would hold the other 49 percent. I told him I would have to confer with my client who was in Beirut and at that time there were no good phone connections between Iran and Beirut so I went on the airplane back to Beirut and conferred with my client and told him what was involved—the formation of a company in "which he was to pay all of the expenses of formation, including the -deposit of the initial capital which Dr. Safavi suggested would be i million riels, which at that time was a little over $13,000. Mr. "French decided that was probably the only alternative open to him 3,nd authorized me to go back and authorize the formation of the corporation. So I returned to Tehran. Prior to talking to Dr. Safavi again, I had the embassy arrange an appointment for me with General Khatami. I went to see him in his office. I told him that at his request I had seen Dr. Safavi and I told him that Dr. Safavi had suggested the formation of a Persian corporation in which Dr. Safavi was to be the nominee liolder of 51 percent of the shares for certain members of the High 'Council of Civil Aviation, and before agreeing to this I wanted to know was Dr. Safavi speaking for him. General Khatami said he was. I then asked General Khatami if it would be possible to arrange for my client personally to return to the country—not that he wanted to live there any more, but his wife and two little daughters were still there and he wanted to be able to assist them in moving out to Beirut and he also wanted, in the event his business proved operative, to be able to come back on occasions for maybe a maximum of a week or so at a time to oversee business and technical matters. General Khatami replied that there was no way that could happen. He said that Mr. French had said too many bad things about him and the Shah in his communications to various U.S. officials and that he would never be allowed to set foot in Iran again. That was about the end of the interview. I thanked the General and left. I then went back to Dr. Safavi, authorizing him to form the corporation, returned to Beirut and reported this to Mr. French, where we worked on preparing the necessary powers of attorney that were required by Dr. Safavi and sending him the initial deposit of funds for the formation of the corporation. I then returned to the United States and attempted to make a report to the companies that Mr. French represented. My first contact was at Cessna, Mr. Jack Zook there was out of the country for an extended period of time so I then contacted the people at "Bell Helicopter. 9 On November 2, 1966 I went to Fort Worth and I conferred with Mr. James Feliton and Mr. Jose and I told them basically this story, starting at the very beginning as to the origin of Mr. French's problems and what we thought we could accomplish in arranging for the company to continue in business in Iran. Mr. Feliton, I believe, suggested that I should attempt to obtain a letter from Dr. Safavi setting forth the formation of this corporation and assuring us that it had General Khatami's blessings or at least did not have his disfavor, and to make the letter as strong as possible. He also requested that I inform Mr. French that it was Bell's desire that the company operate through the use of Iraniani nationals to the greatest extent possible and he stated that that was their overall policy. When I completed telling Mr. Jose and Mr. Feliton this story, Mr. Jose asked if I would mind repeating it to the president of the company and I said I would not. I was thereupon taken to the office of Mr. Ducayet and introduced to Mr. Ducayet, and told him this entire story. Senator B R O O K E . The same day ? Mr. B E L L . The same day. He had very little to say while I told him all of this. The C H A I R M A N . The gentlemen on your left are the people you are referring to, so let me ask you if you recognize these gentlemen ? Mr. B E L L . Yes. Mr. Ducayet is on the end and Mr. Jose is next to me. Mr. Ducayet has changed less over the years than Mr. Jose* At the conclusion of my informing Mr. Ducayet of all of these facts, he said something to the effect of "Thank you very much for telling us this interesting story and we'll be in touch." That was the conclusion of The C H A I R M A N . Who told you that? Mr. B E L L . Mr. Ducayet. The C H A I R M A N . "We'll be in touch?" Mr. B E L L . "We'll be in touch." I gathered it was a formality— euphemism. Senator B R O O K E . I S that how you pronounce "Ducayet?" Mr. D U C A Y E T . It's Ducayet. Mr. B E L L . I apologize. I never have been quite sure how to handle Mr. Ducayet's last name. In fact, in my original notes, I only referred to him as the president. The C H A I R M A N . You're right at the crux of what is very important here. That is, what was told to the Bell executives about the ownership of Air Taxi by General Khatami and about this subsequent relationship that General Khatami would have with STP ? the new corporation you were setting up. So precisely, what did you tell Mr. Ducayet, who I understand was the top executive at that time of Bell Helicopter and reported directly to Mr. Miller? Mr. B E L L . Well, I had no knowledge of who he reported to. The C H A I R M A N . Of course not, but I want you to tell us what yon told Mr. Ducayet as precisely as you can. Mr. B E L L . I told him as nearly as I can recall that Mr. French's troubles in Iran had commenced because General Khatami who was the Shah's brother-in-law—he was married to Princess Fatima, the 10 Shah's younger sister—was the commanding general of the Imperial Air Force, the chairman of the Board of Civil Aviation, and the owner of Air Taxi and Heli-Taxi and, in fact, he controlled everything that moved in the air in Iran except the birds—or attempted to, and he had taken objection to Mr. French's attempts to sell and operate aircraft and helicopters in Iran without his express permission and that he had demanded Mr. French give him a part of the proceeds of his company and when Mr. French had refused he had arranged to have him run out of the country and that was how we arrived at the state of affairs when I had to go to Iran. The C H A I R M A N . Y O U specifically recall telling Mr. Ducavet that General Khatami was the owner of Air Taxi? Is that the way you put it ? M r . BELL. I do. Senator B R O O K E . Did you give him the breakdown at that time of 51 percent or any percentage? The C H A I R M A N . Or that there were other owners? Mr. B E L L . N O , I did not give him any breakdown at that time. I had been informed, but it was strictly hearsay from my client to me and had been obtained by his Iranian partner prior to his departure from Iran. Senator B R O O K E . But you said he was the owner ? Mr. B E L L . I said he was the owner. By that, I meant that he had an equity ownership as nearly as we could tell and that he controlled the company effectively and that was the information we had been given. That was the information which was confirmed to me by various representatives in the State Department and in the TLS. Embassy in Iran, as well as various other individuals in Iran. The average man on the street that I ran into seemed to have some knowledge of it. Now when I say "average man on the street," I've got to admit I don't speak Persian and I didn't talk to too average a person, I suppose, but I mean members of the business community in Iran. Senator S C H M I T T . Mr. Chairman, may I ask one question? The C H A I R M A N . Certainly. Senator S C H M I T T . D O you have any specific information, Mr. Bell, on whether General Khatami was receiving financial benefit from this company or was he just controlling it? Mr. B E L L . I was told that he was receiving financial benefit. I was told that he had to have the money for his personal use so that he could use it in other ways that he saw fit that would be appropriate to enhance the use of aviation in Iran. He never did separate his personal interest from those of a more public nature. Senator S C H M I T T . But do you have any hard evidence that he was receiving financial benefit other than this hearsay ? Mr. B E L L . Any hard evidence to me—the answer is no. Everything I was told was in the general nature of recitation by other parties which in a court of law, of course, would be hearsay. Senator S C H M I T T . But you had the strong impression he was an owner and did transmit that information to the officials you mentioned? 11 Mr. B E L L . That's right. Senator S C H M I T T . Thank you, Mr. Chairman. The C H A I R M A N . Are you finished with your presentation, sir? Mr. B E L L . Well, I think up to that point that's what you need. The C H A I R M A N . Fine. Now, Mr. Ducayet, do you have any statement you would like to make, sir, for the record? Mr. D U C A Y E T . I ' m sorry. I don't think I can add anything. Senator BROOKE. Mr. Chairman, if I may, I know you want to get all three statements in, but there are some matters we want to take up now with Mr. Bell. The C H A I R M A N . Well, if I could, what I would like to do—and of course this is entirely up to the committee to follow any procedure they wish, but I think it might be orderly if we could do this —if we could have Mr. Ducayet and Mr. Jose state whatever they wish and then have the committee question in turn because I think it's so very important that we have an opportunity to have Mr. Ducayet comment on what Mr. Bell has told us and also have Mr. Jose comment on this. We want to get the interplay. Senator BROOKE. I would normally agree with that procedure, Mr. Chairman, but I'm not quite convinced that we have all of the information from Mr. Bell to which you want responses from Mr. Ducayet or from Mr. Jose. So if I could, I just have a couple questions that might clarify it. The C H A I R M A N . Yes. I have some questions too I'd like to followup on. Senator BROOKE. Did you have any question in your mind about the propriety of what your client was doing in dealing with Iranian officials at all? Did you question that yourself? Mr. B E L L . N O , Senator, I didn't. Senator BROOKE. Did you think that it was right to advise your client to enter into contractual arrangements with Iranian officials, because as you said General Khatami was the chief of staff of the Iranian Air Force and was chairman of the Civil Aviation Board ? Mr. B E L L . Well, Senator, what I thought was that we had been advised by members of the State Department that Iran was run by the royal family pretty much like a closely held family corporation and it was necessary to deal with them in that fashion if one were to do business in Iran. Senator BROOKE. I understand that, but did you see anything wrong in what you were doing; what you were advising your client ? Do you think you were advising your client to do something that was legally right and morally right? Mr. B E L L . Yes, I did. They had different mores and cultural standards in Iran. I was informed that, for example, they did not even pay minor clerks any salary because they were expected to make their living off of "bashees" as it was termed, and I was told that that was an accepted cultural value in Iran. Senator BROOKE. S O while in Rome, do as the Romans do ? Is that it? Mr. B E L L . Yes. That's exactly what I was told by Mr. Elliott, in effect. 12 Senator B R O O K E . One further question then before we get to Mr. Ducayet. Did you have a conversation with Mr. Ducayet or did .you merely conduct this in a narrative form and then Mr. Ducayet said, "Thank you," and that terminated the meeting? Mr. B E L L . I think it would be fair to say it was more of a narrative on my part and his acknowledgement at the conclusion of it. Senator B R O O K E . Did he ask you any questions? Mr. B E L L . Not that I can recall. Senator B R O O K E . S O you merely told him what you told us and there was nothing further so far as Mr. Ducayet's participation in that meeting ? Mr. B E L L . No. I think I told him in somewhat greater detail than I have told you, but that's essentially correct. Senator B R O O K E . N O W the chairman asked you to give us the details that you told him. Is there something you told him that you have not told us? Mr. B E L L . Quite a few things. I was trying to condense it. He asked me as to a particular point. The overall of what I told him is fairly well contained in my letter to Jack Zook of November 28, 1966 which I wrote because I had been unable to see Mr. Zook. Now he was with Cessna Aircraft, but I was being very careful to convey all the same information to both Bell and Cessna so there would be no hiatus in the knowledge of either one of them. Senator B R O O K E . Well, I don't want you to go into anything that Mr. B E L L . What I've got is a multi-page letter covering many subjects and that's the kind of detail I used. Senator B R O O K E . In keeping with the chairman's procedure, I just want to be sure that you have said everything to which Mr. Ducayet could respond relative to the meeting you had with him when you gave him this narrative. Have you given us all of that? Mr. B E L L . Not quite. With respect, Senator, I must point out that the request that was made of me first was to tell you in detail what I said about General Khatami's ownership of Air Taxi. I have related that in as much detail as I think I can. There were other subjects relating to this whole proposition that were covered in considerable detail that I have not told you and they were covered, though, in my letter to Zook of November 28. Senator B R O O K E . Does it pertain to General Khatami's ownership or any of the matters that we are here concerned with? Mr. B E L L . Most of this did not pertain to General Khatami's ownership. That was a relatively minor side point at that time in my view, and I think in the view of those that I spoke to Senator B R O O K E . More technical matters, in other words? Mr. B E L L . More background as to how we got to where we were. The C H A I R M A N . Well, I would like to follow up on this. We'd like to have an orderly procedure here. It's a little difficult if we don't follow the usual procedure because we are accustomed to that. I think Senator Brooke has brought out some very valuable information at the same time, and I think other Senators would too if each Senator has his turn in questioning the witnesses, if that's acceptable. 13 Senator Brooke is right. He suggests that we ask the witnesses to give all the information they can so that if one wishes to rebut the other they will have all the information before them. Senator S P A R K M A N . Mr. Chairman, I have to handle this bill on the floor at 9:45 and I promised them I would be there. I left my proxy with Senator Morgan. The C H A I R M A N . N O W I'd like to ask Mr. Ducayet and Mr. Jose to make whatever statement they wish. I think, Mr. Ducayet, you had said that you had no statement to make at this time? Mr. D U C A Y E T . N O . I have nothing to add to what's already been told. The C H A I R M A N . Mr. Jose, would you like to make a statement at this time? Mr. JOSE. I have no opening statement. The C H A I R M A N . All right. I'm going to ask the clerk to run the time on us so we do this in order. Mr. Bell, I'm going to ask you a question or two relating to your background because, of course, we have to judge credibility here. There may be a difference of opinion—I'm sure there will be before we are through. What is your educational background? Mr. B E L L . I went to the public schools in Kansas, graduated from high school in Hutchinson in 1948, obtained an AB Degree from Princeton University in 1952, and a law degree from Harvard in 1955. The C H A I R M A N . What's your professional background ? Mr. B E L L . Well, I spent 3 years in active duty in the Navy and then after having been admitted to the Massachusetts bar returned to my home State and was admitted to that bar and worked for the Garvey family enterprises for approximately 2 years and then went into general practice with the firm of Morris, Lang, Evans, and Brick. I practiced with them as a partner until 1974 when I associated myself with Sidney Brick and the firm of Brick and Bell. The C H A I R M A N . N O W we are informed that after 1 9 6 5 there's no public record of General Khatami's ownership interest in Air Taxi —after 1965. Your conversation with Mr. Ducayet alleging General Khatami's ownership interest in Air Taxi was in 1966. How did you know in 1966 that General Khatami had retained an interest in Air Taxi ? As I understand it, the Shah had indicated that he didn't want his officials to have this kind of conflict of interest and there was some kind of a change. How did you know there was still an ownership interest at this time of General Khatami ? Mr. B E L L . Because I was told by a great number of people. The C H A I R M A N . Y O U say a great number of people. Who, specifically ? Mr. B E L L . Mr. Elliott at the Iran desk in the State Department; Mr. Ferguson at the American Embassy in Tehran; Mr. Thatcher at the American Embassy in Tehran; Dr. Safavi, whom I was told to contact and whom General Khatami said would speak for him said the same thing. I was also told this by various individuals in 25-067—78 2 14 Iran—an individual who was an Englishmen I believe who worked for an English steel company. I think his last name was one of those hyphenated ones—Douglas-Bates or something like that. The CHAIRMAN. I have a letter from Mr. Elliott dated February 21 written to the staff director of this Committee—Mr. Mulligan— I beg your pardon—Mr. Mulligan, who as I take it was one of the people—you said Mr. Mulligan, Mr. Elliott and a lady lawyer Mr. BELL. Mr. Mulligan stated he was Mr. Elliott's assistant. The CHAIRMAN. Mr. Mulligan was asked which company did you know or hear that General Khatami had an ownership interest in, STP or Air Taxi; when did you learn of General Khatami's interest and who did you learn it from. Answer: To the best of my knowledge, it was alleged but not established that General Khatami had a direct or indirect ownership in Air Taxi. I believe this information first came to my attention in 1966 in connection with efforts with the American Embassy in Tehran and the Department of State in Washington to assist an American businessman by the name of French who was a resident in Iran and had a business operating in Iran. It appears from this response that Mr. Mulligan indicated that he heard this allegation and he heard it in connection with your representation. Mr. BELL. I agree it does appear that way. The CHAIRMAN. But you said not Mulligan, but Elliott, was the person who told you this? Mr. BELL. That's correct, Senator. The CHAIRMAN. NOW, of course, what we want to do here is to get right to the heart of your testimony as it relates to what is before this committee, the confirmation of William Miller's nomination as head of the Federal Reserve Board. In the first place, you told us you had no contact whatsoever— no communication with Mr. Miller. Is that correct? Mr. BELL. That's correct. The CHAIRMAN. YOU have never met him? You never wrote him? You have no indication whatsoever that Mr. Miller directly knew about this directly from you or indirectly? Mr. BELL. That's correct. The CHAIRMAN. All right. Now you told us that you did inform Mr. Ducayet and Mr. Jose of this. Mr. Ducayet, do you recall whether or not—and I stress whether or not—Mr. Bell told you of General Khatami's ownership interest in Air Taxi? Mr. DUCAYET. Senator, I have no recollection of ever having had a meeting or any recollection of what I might have been told in a meeting if I can't even remember having a meeting. You're asking me to remember something that happened some 10 or 12 years ago. I was busy operating a big company. There were many, many people who came in and out of my office in the course of the normal day or week or month. I just have no recollection. The CHAIRMAN. Y O U don't deny that such a meeting took place, but you don't recall that it did take place; is that correct? Mr. DUCAYET. That's correct. 15 The C H A I R M A N . In looking at Mr. Bell and realizing that in all of our cases we change in the course of 10 or 12 years, do you recall him now? Mr. D U C A Y E T . N O , I don't. The C H A I R M A N . Mr. Bell very graciously said that you hadn't changed very much. Mr. D U C A Y E T . I guess I haven't. The C H A I R M A N . Maybe Mr. Bell has. Mr. Jose, do you recall this visit by Mr. Bell to Fort Worth and do you recall what Mr. Bell told you about the ownership by General Khatami of Air Taxi? Mr. JOSE. Senator, I commented to the staff on that when I was here several weeks ago. I do recall that a meeting took place. I did not recall who arranged the meeting. Subsequently, reading some of the minutes of the staff investigation, it was arranged by Mr. Feliton who was our area manager at that time. Also, I testified to the staff that I didn't recall the date or the detail of the meeting, but that I had a recollection that a meeting had taken place. At that time I had never been to Iran and I did not know the names that Mr. Bell was talking about, so much of what he may have said at that time I don't have specific recall, but I do recall that such a meeting took place. The C H A I R M A N . D O you recall Mr. Bell alleging that General Khatami had an ownership interest in Air Taxi? Mr. JOSE. I don't specifically recall. There were the names of, again, six or seven people that I had no knowledge of and did not know by name The C H A I R M A N . I missed that. You said there was a list Mr. JOSE. There were six or seven names in Mr. Bell's presentation. I didn't—I had difficulty association function and name at the time because I had not been involved with our efforts in Iran to any extent. The C H A I R M A N . The reason I ' m asking that question is because what you testified before the staff, you indicated that on three occasions you were told that General Khatami had an interest in Air Taxi. What were those three occasions? Mr. JOSE. Well, I ' m just trying to lay the background first. The C H A I R M A N . All right. Mr. JOSE. General Khatami's name did come up on that occasion. The C H A I R M A N . On this occasion when Mr. Bell was there you now recall? M r . JOSE. Yes. The C H A I R M A N . All right. What were the other two occasions ? Mr. JOSE. The other two occasions were once when Mr. French was in Paris during the Paris Air Show in 1967, and the third occasion that I heard General Khatami's name in connection with relationships with Helicopter Consultants was in a letter that Mr. Bell sent me in July of 1967. The C H A I R M A N . What were the circumstances here? Why were vou told that General Khatami had an interest in Air Taxi by French at the Air Show ? 16 Mr. JOSE. Well, it started earlier than that. We had had Mr. French as a dealer since 1964 and he had been representing us for some time. We knew that in the middle of 1966 he was not to be allowed back in the country and we had had questions about retaining Mr. French, so when Mr. Bell came in I assumed that whatever story they were beginning to tell us had to do with Mr. French's desire to retain Bell representation in Iran and so at that time Mr. Bell began talking about the influential contacts that Mr. French would be able to bring to our company. At that time Mr. Khatami's name was brought up—General Khatami's name was brought up. The C H A I R M A N . N O W what did you do with this information? After all, you had responsibility here. To whom would you report this information? Mr. JOSE. Well, my first effort would be to discuss it with the international marketing manager, Mr. Orpen, who had responsibility The C H A I R M A N . He was your subordinate, right? Mr. JOSE. He was my subordinate. He was not in the city at that time. The C H A I R M A N . But how about your superiors in the corporation? Wouldn't you have had an obligation here to report that and discuss that kind of intelligence with Mr. Atkins or Mr. Ducayet? Mr. JOSE. Well, sir, I wanted to check—the story was so unusual that I wanted to get some sort of additional background on it before I began to bring it to other people's attention. The C H A I R M A N . Well, didn't you testify before when you were questioned that this information was so unusual that you in the normal course of events would have passed this on to Mr. Atkins ? Mr. JOSE. A S I recall, Senator, there was some question about whether I did. The question was The C H A I R M A N . I didn't say you did, because you can't recall as I understand whether you did or not. Mr. JOSE. I do not recall discussing it. The C H A I R M A N . I understand, but my question is in the ordinary course of events, given your relationship with Mr. Atkins as your superior, wouldn't you have felt it incumbent to pass this kind of information on to Mr. Atkins? Mr. JOSE. Well The C H A I R M A N . After all, the ownership—you said yes? M r . JOSE. N O . The C H A I R M A N . I thought you nodded. Senator S C H M I T T . Mr. Chairman, I think he's trying to answer. Mr. JOSE. We have had several movements up here. I have been distracted, Senator. The C H A I R M A N . Yes. Go ahead. Mr. JOSE. Yes, I would feel that in the normal course of events that we would have had a chance to discuss it but I don't recall that we ever did—things that were unusual like this, because it was unusual. The C H A I R M A N . Unfortunately, my time is up. I will be back. Senator Brooke. 17 Senator BROOKE. Mr. Bell, were you compensated by French for your efforts on his behalf during 1966 and 1968? Mr. B E L L . Yes, I was, Senator. Senator BROOKE. D O you have any outstanding bills owed by Mr. French to you? M r . BELL. NO. Senator BROOKE. N O W how long did this meeting take with Mr. Ducayet and Mr. Jose? How long were you in Mr. Ducayet's office? Mr. B E L L . I would estimate something in the vicinity of 3 0 or 4 5 minutes ? Senator BROOKE. Could you describe that office? Do you remember its furniture arrangements or anything? Mr. B E L L . I don't have a detailed recollection of it. I do recall we were seated in kind of an informal arrangement, perhaps a couch and chairs. Mr. Ducayet was not behind a desk at any rate. Senator BROOKE. And you went from Mr. Jose's office to Mr. Ducayet's office ? Mr. B E L L . That's correct. Senator BROOKE. Just the two of you ? Mr. B E L L . My recollection is just the two of us. Senator BROOKE. Was there anybody else in the room besides you and Jose and Ducayet? Mr. B E L L . Not to my recollection. Senator BROOKE. Did you suggest a meeting between yourself and Mr. Ducayet? M r . BELL. I d i d n o t . Senator BROOKE. Who made the suggestion? Mr. B E L L . Mr. Jose suggested that. Senator BROOKE. Did he tell you why he wanted to have you meet with Mr. Ducayet ? Mr. B E L L . I think he said something to the effect that: "This is a very unusual story; would you mind repeating it to our president?"—and he got on the intercom and spoke to someone and we then went to the other building where Mr. Ducayet's office was. Senator BROOKE. And there's no doubt in your mind that the man who sits to your left, to the extreme end of that table, is the man with whom you met on that date; is that correct? Mr. B E L L . That's correct. Senator BROOKE. And you met with him for 30 to 45 minutes ? Mr. B E L L . That's correct. Senator BROOKE. N O W did you talk for 30 or 45 minutes or did Mr. Jose enter into the conversation? Mr. B E L L . Principally I talked for 30 to 45 minutes. Senator BROOKE. Were any questions propounded to you by either of the two gentlemen ? Mr. B E L L . Not that I can recall. Senator BROOKE. At the conclusion of that meeting what, if anything, was said by Mr. Ducayet or Mr. Jose? Mr. B E L L . Mr. Ducayet said something like: "Thank you very much for telling us this interesting story. We'll be in touch." Senator BROOKE. What was his reaction? Did he express any shock at this story? Did he say anything about whether it was 18 contrary to Bell Helicopter policy to be involved in an arrangement whereby Government officials would receive direct or indirect monetary benefits? Mr. B E L L . N O , he didn't say that. In fact, the thing that stands out in my memory about his reaction was that there was no reaction of any kind. He really was very unresponsive. Senator B R O O K E . N O W , Mr. Jose, do you remember the meeting? Mr. JOSE. With Mr. Bell in my office? Senator B R O O K E . Yes. M r . JOSE. Y e s , I do. Senator B R O O K E . D O you remember making a call to any office asking to meet with Mr. Ducayet subsequent to that meeting? Mr. J O S E . Senator, that was 12 years ago. I don't recall the specifics. Senator B R O O K E . Come, Mr. Jose. This is not a matter that happens every day; is it? This was of considerable import to your company. Mr. JOSE. I don't recall, Senator, the call. It could have happened. Senator B R O O K E . At any rate, if there was a call or was not a call, do you recall going from your office with Mr. Bell whom you do remember; do you not ? Mr. JOSE. I think he's changed more than I have, Senator. Mr. B E L L . Senator, I think that's a fair comment. Senator B R O O K E . Aside from the cosmetics of it, I just want to get to the question—you do remember him, do you not? You remember him even whether he's changed? Mr. JOSE. I remember meeting with Mr. French's lawyer. Senator B R O O K E . Y O U remember that Mr. French's lawyer to be Mr. Bell; don't you? Mr. JOSE. I believe so, yes. Senator B R O O K E . N O W you met with him in your office; did you not? M r . JOSE. Y e s , s i r . Senator B R O O K E . After you left your office, did you leave your office with Mr. Bell and go to Mr. Ducayet's office ? Mr. JOSE. Senator, I don't recall. Senator B R O O K E . Y O U do not recall. Would you say that you didn't? Mr. J O S E . I'll not say I didn't. Senator B R O O K E . D O you remember at any time being in the meeting between Mr. Ducayet and Mr. Bell ? Mr. JOSE. I do not, Senator. Senator B R O O K E . You don't recall that at all? M r . JOSE. N O . Senator B R O O K E . Did you tell Mr. Ducayet of your conversation with Mr. Bell? Mr. JOSE. I could have, but I do not recall. Senator B R O O K E . Y O U have a great loss of memory between yon and Mr. Ducayet in those 12 years or so. You don't remember that at all? 19 Mr. J O S E . I remember meeting with Mr. Bell and I remember portions of what he has said in his opening remarks. Senator B R O O K E . That refreshes your recollection; does it not ? M r . JOSE. Y e s , s i r . Senator B R O O K E . Y O U knew of General Khatami's ownership of Air Taxi; did you not ? Mr. JOSE. I did not know that General Khatami was involved with Air Taxi. Senator B R O O K E . At any time you did not know that? You knew it when Mr. Bell talked with you; didn't you? Mr. J O S E . Well, I heard what he said, but I did not know it. Senator B R O O K E . Did you believe him ? Mr. JOSE. I found it somewhat of a fairy tale. Senator B R O O K E . A what ? Mr. JOSE. A fairy tale. Senator B R O O K E . A fairy tale. Did you have any reason to disbelieve him ? Mr. JOSE. Well, just that in 7 or 8 years of international marketing I had not seen such an arrangement anywhere and I have dealt in a number of countries. Senator B R O O K E . Y O U continued to do business with Mr. French for a year after that meeting; did you not? Mr. JOSE. We gave a temporary extension and I had asked our people to make arrangements to change our dealership in Iran. Senator B R O O K E . Well, of course, knowledge or having heard, let me say, of this ownership of General Khatami's in Air Taxi, what did you do, if anything, to ascertain whether Mr. Bell was telling you the truth or not? Mr. JOSE. Well, first of all, we made the decision that we were going to change our representation. Senator B R O O K E . That was a year later. Mr. JOSE. N O , sir. We made that decision very shortly after Mr, Bell was in my office. Senator B R O O K E . Did Mr. Bell's statement to you have anything at all to do with your decision to make a change? Mr. JOSE. Yes, it had to do with it. Senator B R O O K E . All right, What did it have to do with it? Why did you make a change based upon what Mr. Bell stated ? Mr. JOSE. Well, it had to do with the fact that Mr. French, being an expatriate American, was not allowed in the country which was a significant thing to me. I failed to see how any kind of arrangement, whether legal or illegal—and I certainly wasn't interested in an illegal one—but in any event, a man could not represent us in Iran who was not allowed in the country. Senator B R O O K E . That was one reason. Were there any other reasons ? Mr. JOSE. Well, the other reason would be that I was somewhat dismayed that any agent which we had previously selected would send an attorney to me with the proposition like Mr. Bell was outlining because he—they collectively obviously misread the kind of 20 a company that we were and, secondly, that, you know, in any event, we weren't interested. Senator B R O O K E . Any other reasons? Were you not concerned at all about the fact that you would be dealing with a company owned by the chief of the air force of the Iranian Government? Mr. JOSE. Well, I thought I implied that, Senator, when I said when such a proposition was brought to me. Senator B R O O K E . Well, if that's the reason, then, Mr. Jose, you did believe what Mr. Bell told you; is that not true? That was one of your reasons for making the change. You obviously believed what Mr. Bell was telling you about this, as you call it, fantasy arrangement. Mr. JOSE. Well, I don't think it's obvious that I believed that, Senator. I believe that the method of operation that they proposed, regardless of who the principals were and whether there was a behind-the-scene arrangement or not, not necessarily that it involved General Khatami or whoever, would not be acceptable to us. Senator B R O O K E . I S this the sort of thing that you would take up with the president of the company, Mr. Ducayet? I mean, here Mr. Bell comes representing Mr. French, your agent in Iran, and he gives you this outline of the arrangement that they were having which included doing business with a concern that was owned by General Khatami, who's the chief of the Iranian air force. Was this not something of such significance that you would take it up with Mr. Ducayet, the president? Mr. JOSE. Generally speaking, yes. Senator B R O O K E . Did you in fact do so, Mr. Jose? Mr. JOSE. I don't recall that we discussed it. Senator B R O O K E . Would it be unusual for you not to have taken it up with Mr. Ducayet? Mr. JOSE. Well, I was allowed quite a bit of latitude in the selection of dealers. Senator B R O O K E . I know, but you also were a good administrator. You know what administration entails. If a matter of this significance Mr. JOSE. N O , sir. I was a creative salesman. I was not an administrator. Senator B R O O K E . Even worse if you were a salesman, even worse you would want to take it up with the administrator, would you not, as a good salesman? Mr. JOSE. I do not recall taking it up with Mr. Ducayet. Senator B R O O K E . Mr. Ducayet, if you didn't remember talking with Mr. Bell, do you remember at any time talking with Mr. Jose about this matter? Mr. D U C A Y E T . N O , I do not, Senator. Senator B R O O K E . Well, you were a topflight administrator. You were not a salesman. You were an administrator; were you not? Mr. D U C A Y E T . I guess I was supposed to be. Senator B R O O K E . Well, you would not call it proper administration, would you, to not be informed of a matter of this magnitude? Would vou not expect Mr. Jose to have reported this to you, if he in fact knew about it? 21 Mr. D U C A Y E T . I guess if the marketing department had information of this nature, that I would have expected the marketing department to go do something about it and find a solution to their problems. They had a representative that couldn't even get into the country and to me that was enough to do anything. You should get to it and find out. Second, we were dealing in many, many countries at that time. You wonder why things may not have been brought to my attention. They were supposed to be running the marketing department. They should have been able to get good and adequate representatives and if they had a bad one I would have expected them to go do something about it, not come back to me first. Senator B R O O K E . D O you have a diary of your meetings? Mr. D U C A Y E T . N O , I do not, Senator. I do not keep one. I did not. Senator B R O O K E . Y O U never kept diaries of persons with whom you met? Mr. DUCAYET. Senator NO. BROOKE. Did your secretary keep a diary ? M r . DUCAYET. NO. M r . DUCAYET. Yes. Mr. DUCAYET. NO. Mr. DUCAYET. NO. Senator B R O O K E . H O W did you know your agenda for the day? Mr. D U C A Y E T . Well, she kept it for the day. Senator B R O O K E . Are those diaries available? Mr. D U C A Y E T . NO. They were never kept except a list of who was waiting to see me or some such thing. Senator B R O O K E . Didn't you have appointments every day ? Senator B R O O K E . Didn't you have an appointment list? You knew at 10 a.m. you were going to meet with Mr. Jose and 10:30 you were going to meet with somebody else. You had that sort of business diary; did you not ? Mr. D U C A Y E T . Yes, but it was only kept on a daily basis. Senator B R O O K E . And they were destroyed thereafter? Mr. D U C A Y E T . She'd destroy it and start a new one. Senator B R O O K E . S O you would keep no record of whom you met ? Senator B R O O K E . I S that good office procedure? Mr. D U C A Y E T . A S you look at it now, I guess it could be classed as not good procedure. Senator B R O O K E . My time is up, Mr. Chairman. The C H A I R M A N . Senator Stevenson. Senator S T E V E N S O N . I pass for now, Mr. Chairman. The C H A I R M A N . Senator Heinz. Senator H E I N Z . Yes. I'm very interested, Mr. Ducayet, that you have no records of any meeting you ever held? Mr. D U C A Y E T . NO. Well, I may have kept records of meetings if this had been of sufficient importance to me to write a memo to myself afterwards or a memo to the file or to have answered something that was asked me. There are records of that nature. Senator H E I N Z . But no record on a regular basis? Senator H E I N Z . Why did your secretary destroy every day the records of who you met with? 22 Mr. D U C A Y E T . There was no particular reason to keep it. Senator H E I N Z . Did she do so upon instructions from you or did .you just let her do her own thing? Mr. D U C A Y E T . I just let her do her own thing. I saw no particular reason to keep track of it. Senator H E I N Z . D O you have the same secretary today as you did then? Mr. D U C A Y E T . NO, sir. I have been retired for 5 years. Senator H E I N Z . Did you have the same secretary in 1 9 6 6 who you had when you retired 5 years ago? Mr. D U C A Y E T . I changed at some point. I can't say exactly when. I don't know. Senator H E I N Z . Think about it. Mr. D U C A Y E T . I can't remember really. Senator H E I N Z . When do you think you changed secretaries ? Mr. D U C A Y E T . I really have no idea. It could well have been around that time. Senator H E I N Z . What time? 1 9 6 6 ? Mr. D U C A Y E T . 1966, or 1967, or 1968, somewhere in there. Senator H E I N Z . Mr. Ducayet, you said that you expected your marketing department, in running into a problem, to just go do something about it and not to come back to you; is that right? M r . DUCAYET. Yes. Senator H E I N Z . I S the sale of helicopters to Iran something that you were involved in? Mr. D U C A Y E T . Not in detail as such. Senator H E I N Z . But you were involved in it; weren't you? You knew what was going on, on a week-to-week basis; didn't you? Mr. D U C A Y E T . Yes. As the head of the company, I obviously received some kind of reports from time to time as to progress being made there or any of the other countries. Senator H E I N Z . Isn't it true you monitored the progress quite closely ? Mr. D U C A Y E T . NO, I would not say that. Senator H E I N Z . Yet you were aware of it on a week-to-week basis ? Mr. D U C A Y E T . I was aware of it on a basis. Senator H E I N Z . Mr. Ducayet, did you have an explicit policy that you and your division understood and followed with respect to not dealing with high officials in any way, bringing them into a business deal? Was there a policy against that? Mr. D U C A Y E T . Senator, the question of having a Government official involved in our dealerships never came up in those days certainly. Senator H E I N Z . It never came up? You accepted it as common practice ? Mr. D U C A Y E T . NO, sir. It never came up and, therefore, we never established any written policy or any states policy as such. Senator H E I N Z . Well, how could you say to us just a moment ago that you just expected your marketing department to handle it without such a policy? You were unaware at the time that Government officials involved themselves in transactions like that? Do you expect us to believe that that didn't ever cross your mind ? 23 M r . DUCAYET. NO. Senator H E I N Z . That Government officials didn't involve themselves ? Mr. D U C A Y E T . We would never have tolerated having a Government official involved in our dealership. Senator H E I N Z . Why didn't you have a policy against it? Mr. D U C A Y E T . Because the question never really came up. Senator H E I N Z . Were you involved in the decision to change agents in Iran? Mr. D U C A Y E T . Not directly; no. Senator H E I N Z . What do you mean "not directly?" Mr. D U C A Y E T . Well, the chain of command, so to speak, came up through Mr. Jose, then to Mr. Atkins and then to me. Senator H E I N Z . Y O U did not approve the change of agents in Iran ? That was done without your knowledge or consent? Mr. D U C A Y E T . I believe it was done without my knowledge or ^consent. I don't remember. Senator H E I N Z . I S that proper operating procedure at Textron? Mr. D U C A Y E T . I believe it's perfectly proper. Senator H E I N Z . S O you changed agents and you say to this committee under oath that it was done without your knowledge or consent? Mr. D U C A Y E T . I believe so. Senator H E I N Z . Y O U believe so? Do you want to be sure? Mr. D U C A Y E T . I have no recollection of having been involved in the change of agents. Senator H E I N Z . N O W that's different from what you just said. You said it was done without your knowledge or consent. That's an affirmative statement. That's different from saying: "I don't recall; I don't remember; I can't seem to recollect." Now which are you saying ? Mr. D U C A Y E T . I'm saying that I did not know anything about it. I do not remember anything about it and that it is perfectly logical that Mr. Atkins could have approved or Mr. Jose could have approved a change of agency without needing my concurrence. Senator H E I N Z . Why do you suppose Mr. Jose brought Mr. Bell to your office? Mr. D U C A Y E T . Well, it's a little strange. It's hard for me to speculate what went on 10 or 12 years ago as to why he was Senator H E I N Z . Well, if it happened today would you think that Mr. Jose was acting responsibly and properly or would you think he would be wasting your time if suddenly today were 1966 ? Mr. D U C A Y E T . NO, I wouldn't say he was wasting my time if he came in and I probably—I'm not at all surprised that Mr. Bell's statement that I merely said: "Thank you for telling me this story." I think this is normally what I would have done. I would have expected to talk it over with our own people afterwards or expect them to go do whatever they needed to do about it. Senator H E I N Z . People came to you as a matter of course and told you things and you just listened? Mr. D U C A Y E T . Many times. 24 Senator H E I N Z . Didn't make any notes ever ? You're not a notetaker? Mr. D U C A Y E T . NO, not necessarily. Senator H E I N Z . Not necessarily? Mr. D U C A Y E T . I usually don't. Senator H E I N Z . You usually don't. You listen. If you had such a meeting with Mr. Bell and Mr. Jose today, what would you do as a result of such a meeting? Let's suppose this description just took place. What would you do about it? Mr. D U C A Y E T . I would probably have said just what I did to Mr. Bell, to complete the discussion with Mr. Bell or recitation by Mr. Bell, as he said. I would have expected to talk with the marketing people afterwards or to talk to Mr. Atkins or to talk to Mr. Jose, whoever was in charge of doing something about it. Senator H E I N Z . Y O U wouldn't have felt compelled as a result of having sat in on a—I'm not saying the meeting did take place Mr. D U C A Y E T . Eight. Senator H E I N Z . But let's assume that today that happened. You would just listen and do nothing about it? You wouldn't talk to Mr. Jose? You wouldn't talk to anybody else? Mr. D U C A Y E T . Yes. I would expect Mr. Jose or somebody to come back and talk to me about it. Senator H E I N Z . Mr. Jose, did you go back and talk to Mr. Ducayet about the meeting you had with him and Mr. Bell. Mr. JOSE. Well, I have already stated, Senator, I don't recall meeting with Mr. Ducayet about it. Senator H E I N Z . Did you talk with him on the phone ? You don't recall? You simply don't remember. Mr. JOSE. I don't recall. Senator H E I N Z . Did you follow up on this meeting in any way? Mr. JOSE. I made up in my own mind, as I have already stated, Senator, that we were going to make a change. Senator H E I N Z . Yes. Mr. JOSE. And it was within my province to do so. Our established procedures at the time were that the regional managers who reported to Mr. Orpen who reported to me on the international side would screen dealers. Mr. Orpen would make recommendations, review them with me, and we could make that change. Now this policy was being committed to writing in the later part of 1967. It got published in 1968 but that was a codification of the way that we had been operating. We were not asked to review dealership appointments with the president or with the vice president. Our international business at that time was very, very small and was not a very significant part of our business. Senator H E I N Z . Well, you indicated a moment ago that you basicallv believed what Mr. Bell told you about General Khatami's involvement in this agency. Is that right? Mr. JOSE. I beg your pardon, sir. I didn't mean to. Senator H E I N Z . Y O U indicated a moment ago in response to questioning by Senator Brooke that you basically believed what Mr. Bell was saying to you about General Khatami's involvement in this deal. Isn't that right? 25 Mr. JOSE. I ' d like the record checked on that because I didn't mean to if I did. Senator H E I N Z . Let me refresh your memory again if I may. What you told Senator Brooke was that you were dismayed that Mr. French had sent Mr. Bell, a lawyer, to represent him, and making you this proposition—and you indicated to Senator Brooke that the reason you were dismayed at the proposition was that it involved somebody who was an official in Government, a high Iranian official. M r . JOSE. Y e s . Senator H E I N Z . And that that dismayed you. Therefore, it is a fairly logical conclusion, as was pointed out by Senator Brooke, that you, therefore, basically believed what he was telling you. Isn't that right? There's nothing to be ashamed of in the proposition if you don't believe it. If you don't believe that a high Iranian official, General Khatami is involved, then it's not illegal, immoral, or fattening. But you indicated that you did believe that there was some high Iranian official, General Khatami, involved here and that offended you, you said. Now which is it? Mr. JOSE. I did not mean to imply that. I said the thing that offended me was that we would get some sort of a proposition and I thought I also said Senator H E I N Z . Excuse me for interrupting, but in business you get propositions all the time. Let's stop kidding ourselves. Either this was an offensive proposition or it was just a normal proposition, and if it was offensive it was offensive for a reason. Mr. JOSE. Yes, it was offensive. Senator H E I N Z . What was the reason? Mr. JOSE. The implication—and I think I stated this, Senatoris the implication that we would be interested in such a proposition regardless of who it involved. Now I also stated that the names did not mean that much to me. Senator H E I N Z . Was it your impression that there were high Iranian officials involved, though whether you recognized the name Khatami or anybody like that ? Was it your impression that somebody with a little power in the Iranian Government might be involved in this deal? Mr. JOSE. Well, I don't know quite how to respond to that. I did not have the impression that—well, as I stated, I thought it was a fairy tale. Senator H E I N Z . Well, I ' d like you to answer my question. Mr. JOSE. Was it my impression that someone high in the Government would be involved? Senator H E I N Z . Somebody with some clout in the Iranian Government was involved ? Was that or was that not your impression ? Yes or no? Mr. JOSE. I don't think I felt—I thought it was a matter of name dropping and I did not feel that it was really a story that would hold water. Senator H E I N Z . But regardless of whether you tell us you believed it, you do recollect clearly that Mr. Bell indicated to you that some important people were involved, irrespective of whether you believed that or no; is that the case ? Mr. JOSE. Yes, that's true. Senator H E I N Z . All right. My time has expired. Thank you. The C H A I R M A N . Senator Riegle. OPENING STATEMENT OF SENATOR RIEGLE Senator RIEGLE. Thank you, Mr. Chairman. I was not present when the hearing began this morning and you made your statement,, so I would like to just briefly make a comment of my own beforeaddressing seome questions to the witnesses if I may. First, I want to make it clear that I have the highest regard for both the chairman of the committee as well as the professional staff and I think they proceeded with great diligence in pursuing the matters that are before the committee at the present time. I myself have expressed some reservation and some concern last week that I thought our investigation, while thorough and proper,, was beginning to become—and the term I used at the time— was very close to a fishing expedition, and I thought that then and I think that now and that in no way however detracts from the facts that others here feel differently about it and feel the fact that these questions have to be pursued really at great length, and I have no objection to that being done, though that doesn't mean that I hold1 the same opinion. I think the basic issue that we are facing here and I think we can track this particular issue for additional weeks and months probably because going back and putting the pieces together on the transaction that's a decade old is never an easy thing to do, but I think the basic issue that's before the committee is the question of William* Miller's integrity and whether or not he's a person that is honest and is a person who is properly suited by background and capacity to be Chairman of the Federal Reserve. I have taken a close look at that issue—his personal history, pro*fessionally, and his private life, his activities at the community level! and other things—and I find it very difficult to find even the beginning of a basis for reaching a judgment that the man would not only be dishonest but would come before our committee and lie. And' that really is at the heart I think of what we are endeavoring to do here, is to try to find out if in the end Mr. Miller—I think a man of considerable reputation—has at this point in his career been willing to in effect come here and make false statements in behalf of his nomination to be chairman of the Federal Reserve. Now that's not the way today's inquiry is being postured, but that's really the basic question—as to whether or not this man is honest and forthright in terms of the representations that he's made to the committee. I'm really much less interested in the discussion among the people here at the table, although it's interesting, than I am this basic question of the integrity and the honesty of Mr. Miller because after all that's presumably why we are here. And so far, at least I have not seen nor heard a scrap of information bv anybody that suggests that Mr. Miller has not been honest and not been forthright with this committee. 27 I might say that if I ever find that that's the case, there will be no one on this committee that would be more vigorous in their opposition to his nomination than I would be, but failing that finding,. I guess there comes a question in my mind as to how long one is prepared to put forward and leave standing really a profoundly negative presumption about somebody's character and good faith. It seems to me that after a while it takes something quite substantial to be willing to put forward, even if it's done silently, the presumption that a man basically is a liar and The C H A I R M A N . Would the Senator yield? Senator R I E G L E . I will in just a second—that he would have comehere and committed perjury and that's the way I see it. I see that as the question—as to whether or not Mr. Miller has been truthful to us. I happen to believe, based on my best judgment, that he was truthful to us. Nobody can prove that beyond any question whatsoever, but in the end we will have to make our judgment, but that's the basic judgment that I have reached, barring some clear finding of fact that would in effect set aside an entire work career and professional career of a person who has been active in his community and on the State and national scene for decades. So I want to make sure that we keep what we're doing here in some kind of perspective because in the end that's the question that seems that we have to come to and resolve because that's really the* issue—not whether or not, for example, these particular arrangements did or did not take place and how one reconstructs this history based on the ability of one witness at the table to reconstruct events at that time versus another. I'm not saying they are not important and I'm not saying that I don't feel that it's necessary to track this through and it's not being done in a proper manner, but what I'm saying is that its final relevance in my judgment relates to the issue that is before us, and that's the question about Mr. Miller. It's not a question about Mr. Bell or Mr. Ducayet or Mr. Jose or whoever, in my judgment. I think the issue is profoundly a question of Mr. Miller and, of course, I do yield to the chairman. The C H A I R M A N . May I say to my good friend from Michigan, for whom I have great respect and admiration, that I don't know how in the world this can be characterized as a fishing expedition. In the first place, there was a specific motion by Senator Heinz that we investigate a particular act, and that's entirely what the committee has been confined to. Now a fishing expedition would be quite different. I call to the attention of the Senator a letter that's been distributed to all members of the committee dated February 22 from the Securities and Exchange Commission Chairman. He points out there are four specific areas in which they are investigating Textron and Miller, including the use of push money, salary contributions and other promotional proxies by another Textron subsidiary, including the instances of overbilling underbilling and other billing practices employed by several divisions of Textron to accommodate their customers, including with respect to informational regarding numerous proceedings brought by Federal and State governmental authorities regarding alleged employment discrimination on the basis of" race, sex, age, religion, and so forth. 28 Mr. Williams says there could be other inquiries too that they are going to engage in. Now this committee isn't going into those things. We haven't authorized—at least not so far—we haven't decided that we are going to investigate that at all. There's no fishing expedition here that I can see at all. Furthermore, there is no presumption by any Senator here— there's certainly been no presumption by the staff—that Mr. Miller is a liar or that we want to prove that he's a liar or anything of kind. The fact is that we have this information that General Khatami owned an interest in Air Taxi. We have information that this was known to some extent at the time and we have a duty, therefore, to find out what all the facts are and question Mr. Miller on it. Mr. Miller is going to have his day in court tomorrow. Senator RIEGLE. Mr. Chairman, if I may respond—and then I'll be happy to yield to the Senator from Massachusetts—first of all, I think the chairman knows the great personal regard I have for him so my comments are not to be taken in any light other than that. I have read SEC Chairman Williams' letter and it is true that they are undertaking certain inquiries about Textron, but they are not— and I'm being very careful about the choice of words here—investigating Mr. Miller per se, at least insofar as I know. The C H A I R M A N . He was the head of Textron. He was the chief executive officer. Senator RIEGLE. We are also talking to people here who were at Textron who were directly involved in one form or another with the matter we are discussing, but as far as I know there isn't any evidence that I have seen or the committee has assembled—and if there is I would like to hear it now—that ties Mr. Miller, not somebody else but Mr. Miller, to this activity; and I'm just saying in the absence of a shred of fact to that effect—and when he comes and makes assertions that he was not involved—it seems to me that our unspoken assertion here is that we expect at some point that we may find some link that would connect him directly to that transaction. The C H A I R M A N . Well, there's no fishing expedition. As I say, we have all kinds of oceans to fish in and we are not fishing in them. Senator RIEGLE. I would agree with the chairman and my exact quotation which was in the Wall Street Journal last week was that I said it had come very close to the point of being a fishing expedition, and what I meant by that and I want to say it again so nobody is confused about it—that is the issue in my judgment here— is the integrity, the honesty, the character of Mr. Miller, and the degree to which this inquiry or any others that we want to propound finally comes back around as a cross-check on this basic question of Mr. Miller because we are not here to confirm these men as head of the Federal Reserve. We are here to confirm Mr. Miller. But what I want to do—I dont' want to use all my time this way. I don't want to not yield to the Senator from Massachusetts but if I do yield to him I wonder if I could have unanimous consent to at least pose a question or two to the witnesses so I don't lose all my time. 29 The C H A I R M A N . Yes, unless there's objection, the Senator will have an additional 3 minutes. Senator B R O O K E . Mr. Chairman, I am really appalled at the Senator from Michigan's assessment of these hearings. I and the Senator from New Mexico, the Senator from Indiana, the Senator from Pennsylvania and others have done everything possible to see that the rights of G. William Miller are protected. The chairman, of course, has done everything possible to see that the rights of G. William Miller are protected. The Senator from Michigan has said it's a question of integrity. There is a question of integrity. There's a question of credibility. We have evidence from Mr. Bell that he informed Mr. Jose and to Mr. Ducayet, who were high-ranking officials of Bell Helicopter and Textron, that General Khatami was an owner of Air Taxi. The question was whether Mr. Ducayet, Mr. Jose, Mr. Atkins or any others notified Mr. Miller himself that that was the fact. Senator R I E G L E . If the Senator would yield at that exact point, we have put that question to Mr. Miller and in fact—:— Senator B R O O K E . And he denied it. Senator R I E G L E . That's exactly right and he denied it emphatically and without any equivocation. Senator B R O O K E . That's correct. Senator R I E G L E . I think what we must do—there's some point at which we have got to judge that the man is either honest and forthright and truthful in his responses or one is left having to draw or try to construct the other inference which is the one I mentioned before, that he was not truthful. Senator B R O O K E . We are not trying to draw any inference at all. We are trying to find the facts. Staff conducted what you have already referred to as a very excellent in-depth investigation and as a result of that investigation they have uncovered certain information which resulted in the committee voting to have these men and others testify before the committee. Senator R I E G L E . I understand that. Senator B R O O K E . We are now in the process of doing our job by asking the questions to ascertain what the facts are. Senator R I E G L E . Let me ask the Senator from Massachusetts, there have been numerous staff interrogatories take place with these witnesses. These are not new witnesses to the staff and you are aware as I am of the information that's been developed to this point. Is there a single fact—is there a single item that's been discovered that would indicate that Mr. Miller was not truthful in his assertions to the committee? Senator B R O O K E . T O this point, I would answer that question in the negative. I don't know that there's been any fact, but there's another question involved here. We also are looking at his administrative abilities as well as his qualifications. The Senator from New Mexico wants to look at his monetary policies. We have other things of which Senator R I E G L E . I agree with the Senator from New Mexico in that respect. I think that would be a fruitful line of inquiry. 25-067—78 3 30 Senator B R O O K E . Should he have known that he had a general counsel that conducted an investigation of this matter and made a report? The question is whether Mr. Miller knew anything about that report or should he have known or what Textron did. We also know that in 1975 other major corporations in this country voluntarily complied with SEC's request to look at this whole question of dealing with foreign governments or payoffs to foreign governments. We also know that Textron, one of the largest corporations in this country, did not participate in that voluntary program. We want to know why. We want to know if Mr. Miller was a part and parcel of that. Senator R I E G L E . I would say to the Senator from Massachusetts I think those are fair questions to put to Mr. Miller and Mr. Miller is our witness tomorrow so there will be that opportunity as there was before when Mr. Miller was our witness. Senator B R O O K E . Don't you think it's a fair question to put to Mr. Ducayet, who was the president of Bell Helicopter and who, according to Mr. Bell, was told that General Khatami was an owner of Air Taxi? Mr. Bell testified that he told Mr. Jose the same thing, and Mr. Jose admits he met with Mr. Bell. But neither Mr. Jose nor Mr. Ducayet can recall which, according to Mr. Bell, the meeting was attended by himself, Jose and Ducayet. On the other hand, Mr. Jose and Mr. Ducayet have not testified that the meeting didn't take place. That's quite different in the law and I'm sure the Senator from Michigan must understand that. Senator R I E G L E . I think it comes back to the question that I was trying to put forward initially and that is the real issue here, it seems to me, is William Miller. Senator B R O O K E . Of course. Senator R I E G L E . And it's very easy to get so distant from the question of Mr. Miller and Mr. Miller's involvement or lack of involvement that this sort of case history that we are developing here is a fascinating history—I'm sure a book could be written about just this one transaction—but whether or not it has any bearing on Mr. Miller and on whether Mr. Miller was honest in his representations to this committee is really the central question. Senator B R O O K E . It has every bearing. Would that Senator suggest that the only witness this committee call would be G. William Miller? What kind of inquiry would that be? Senator R I E G L E . I think the Senator knows all the members of the committee, including this one, signed the subpena so we could have the witness come in. We have been at this now for some time. We didn't start yesterday and the fact that the witnesses are here today does not mean that they have not been questioned before today. Senator B R O O K E . Not by us. Senator R I E G L E . By your staff members, presumably, who have had the opportunity to do that. What I'm saying is that by your own comment a minute ago as to whether or not there's been a finding of even the most microscopic shred of evidence to indicate that Mr. Miller was not truthful in his responses we obtained 31 Senator B R O O K E . That is not true. I think you have gone a little too far. There is evidence that Mr. Miller could have known that General Khatami was the owner of Air Taxi and there's evidence that Mr. Miller should possibly have known that General Khatami was an owner of Air Taxi. Senator R I E G L E . Well, in terms of your first inference Senator B R O O K E . It's not an inference. That's a statement of fact. Senator R I E G L E . Well, perhaps you feel that it is, but I think it's important that the statement at least now be on the table because that becomes I think the unspoken presumption that's here in the room with respect to Mr. Miller as a nominee—as to whether or not he in fact did have some knowledge, that he was not truthful in his testifying before this committee—and I think the Senator by his comment makes it clear that there is a doubt in his own mind about that. Senator B R O O K E . Not only that, I presume he's innocent, that he has told us the truth. There's a presumption, I've said it time after time—that there's a presumption that under oath he told us the truth. There's also a presumption that under oath Mr. Bell told us the truth and that Mr. Jose told us the truth and Mr. Ducayet told us the truth. But somewhere along the line obviously there is some discrepancy between the truth that we have heard both from that table and as a result of the investigation of our staff. Senator H E I N Z . Mr. Chairman, if I might just interrupt to ask the Senator The C H A I R M A N . Senator Riegle has the floor. Will Senator Riegle yield? Senator R I E G L E . I will not yield my time. Senator H E I N Z . My name was mentioned by Senator Proxmire in connection with the investigation. I just want to point out that you have indicated that you are satisfied that Mr. Miller, under any and all circumstances, has told the committee the truth, and that there's no reason, therefore, for the committee to challenge him, unless I misunderstand you. Senator R I E G L E . N O , I don't think that is correct and let me put it the way I think I put it. Senator H E I N Z . Y O U don't think Mr. Miller has told us the truth? Senator R I E G L E . I think in light of all the investigative work that's gone on that we have not found any information that I'm aware of or anybody has yet presented or is offering to present now in response to the invitation to present it to show that Mr. Miller's responses to this committee—and they were very pointed questions— were not truthful. Senator H E I N Z . Let me just ask you this one question then. From what you have heard this morning, have you noticed any discrepancy in the testimony of the three witnesses we have had? Senator R I E G L E . It would be hard to say there's not some discrepancy in the testimony of the witnesses who are here today, but that to me is a profoundly different question than the question that I think we really ought to be homing in on. That's the question of 32 whether or not Mr. Miller is worthy and suitable as a Chairman of the Federal Reserve Board. That's the issue. Senator H E I N Z . It seems to me, if one has noticed a discrepancy in the testimony today, that no one can characterize what the committee is doing as a fishing expedition. Senator RIEGLE. Don't characterize it that way. Senator H E I N Z . I didn't say you did. If we don't notice any discrepancy in what the witnesses have told us, then presumably our time is better spent elsewhere. Senator R I E G L E . I think the central question is the relevance of this to Mr. Miller. I would hope you would agree with that point. I mean, if in effect this discussion doesn't have some direct relevance to Mr. Miller and the truthfulness of his responses to the committee, then I would argue that this—— Senator H E I N Z . We each have to make up our mind as to how relevant this is. The C H A I R M A N . Gentlemen, we have engaged now for about 15 minutes in a very interesting colloquy but I think we should try to reserve that for after we have heard the witnesses and we decide what we are going to do about Mr. Miller's nomination. Senator R I E G L E . I can be very brief. There are two questions that I'd like to pose to the Textron people here, the people who were with Textron. Do either one of you, as nearly as you can remember, ever recall getting any indication from Mr. Miller either at the time when he was chief operating officer of the company or when he would be at a lower level than that—any indication from him as to his feelings about bribes or push money or any of these kinds of sort of underthe-table arrangements with people in foreign countries? Did he ever express himself in writing or verbally to either one of you that would give you some clear sense for how he felt about that kind of activity and what his predisposition toward it would be ? Mr. D U C A Y E T . I ' M sure that Mr. Miller at various times and at many times probably has made it quite clear that he will not tolerate and Textron will not tolerate any under-the-table dealings, any shady dealings, any coverup work. We were expected to be the high quality company that they procured. We had good policies at the time. Senator R I E G L E . Let me just stop you there. I don't think it's enough that you say that you think he said that. In other words, do you know for a fact he said that? Can you recall either a combination of times and ways that he would have said that or is this now a presumption on your part? Mr. D U C A Y E T . No, I cannot recall specifically when it was said, but I'm quite sure that at more than one time Mr. Miller has made it quite clear that the policies of Textron would not tolerate such actions. Senator R I E G L E . Well, do you think to the extent that you got that tone from him—did you think you got the tone when he was saying it one way that he was sort of winking at the same time to let you know that, well, that was sort of the spoken code that, you know, 33 over and beyond that, if it took a little bit of sort of wheeling and dealing to get a contract that was OK ? Mr. D U C A Y E T . N O . That is exactly the reverse of that. Senator R I E G L E . What was his reputation within the company? Was it as a hardnosed, straight-line sort of straight-arrow type, or was it that he was a flexible sort of a guy where just about anything that had to go would go? Mr. D U C A Y E T . N O . Mr. Miller was straight-nosed, if you want to call it that. He would never tolerate deviations or any dealings that were other than the policy of the company. Senator R I E G L E . D O you know of any situations where he personally or through his involvement turned down a sales opportunity someplace where there was some kind of an under-handed component to it? Do you know of any? Mr. D U C A Y E T . I know of no such question ever having been brought to him or his having turned it down. Senator R I E G L E . Mr. Jose, do you have anything to add to either of those two questions ? Mr. JOSE. Senator, I didn't deal directly with Mr. Miller so I wouldn't have been in a position to hear it, but from knowing Mr. Ducayet and Mr. Atkins, there was no question in my mind about the way that we were expected to conduct ourselves and the kind of business arrangements that our company would retain. Senator R I E G L E . What was Mr. Miller's reputation within the company from your vantage point ? Mr. JOSE. Mr. Miller was not the sort of man who would wink and say something. Senator R I E G L E . In other words, his reputation was one of being direct and to the point ? Mr. JOSE. Direct and to the point and no funny business. Senator R I E G L E . I certainly have taken enough time now and I look forward to another chance later. The C H A I R M A N . Senator Schmitt. Senator S C H M I T T . Thank you, Mr. Chairman. Memory is always a problem, particularly memory of events 12 years ago. Good management procedures are also a problem, but very often can solve the problems of bad memory and certainly prevent the kind of difficulty we seem to be running into today. Now my impression, gentlemen, from what I have heard today is that Bell, at least at the level that you were dealing, not only had bad memories but bad management procedures, and I would be curious for other reasons to know why. But I think the essential elements here are whether or not Textron and Mr. Miller in particular, representing higher management, knew of these difficulties. I don't think we have even come close to determining that. If the bad management procedures and the bad memory were not an advertent protecting method, should Mr. Miller have known what was happening within the Bell division ? Mr. Ducayet, do you think there was any way that Mr. Miller could have known that these discussions relative to Bell's agent in Iran were taking place within your division? 34 Mr. D U C A Y E T . I S the Senator assuming that there was such a meeting and I was informed of this matter? I very much doubt that I would have told Mr. Miller what was an operating problem within a division and we did not try to take operating problems to Mr. Miller. Senator S C H M I T T . Well, now later, gentlemen, we will get into whether or not Mr. Miller pursued with appropriate vigor his own investigation of Air Taxi once it became an agent and once he heard of the sale, and the general counsel will be before us later this morning to discuss that. Now most of the discussion—correct me if I'm wrong, Mr. Bell— the discussion you had, in fact all of it, with Mr. Jose and Mr. Ducayet, had to do not with Air Taxi, but with International Helicopter Consultants, Mr. French's company? Mr. B E L L . That's basically correct. The Air Taxi matter was only background. It really had to do with how International Helicopter Consultants proposed to attempt to operate through a Persian corporation formed by General Khatami's lawyer. Senator S C H M I T T . But Air Taxi existed as a company within Iran at this time—correct—and at one time Mr. B E L L . That's correct. Senator S C H M I T T . It had been the agent for Bell Helicopter in Iran? Mr. B E L L . I'm told that it had been. Senator S C H M I T T . And that was terminated I believe in 1964, and I believe we have yet to find out a reason for that termination, which is still of some interest, maybe just idle interest, but interest to this Senator. OK. Now the decision to drop International Helicopter Consultants was made in late 1967. That's correct, is it not, Mr. Jose? Mr. JOSE. The decision was made early in 1967. The action didn't take place until Senator S C H M I T T . The action took place in 1967, for reasons that you gave earlier? Mr. JOSE. That is right. Senator S C H M I T T . Y O U began, then, an effort to find a new sales agent, and Air Taxi was hired as Bell's agent in 1969; is that correct? Mr. JOSE. 1 9 6 8 , Senator. Senator S C H M I T T . 1 9 6 8 . Now was there any feeling on your part, Mr. Jose, that you recall, that Air Taxi might have somehow gotten involved in this proposal, as you referred to it, that you had previously rejected, that was brought to you by Mr. French's attorney? Mr. JOSE. Yes, it was a question that I asked to be investigated, because T certainly—I would like to give a piece of background on this, if I may. Senator S C H M I T T . Please do. Mr. JOSE. Iran was of strategic important to the United States, as were a number of other countries on the periphery of Eussia, and a number of other countries in various parts of the world. Most of the guidance and counsel they were getting on their strucwas made. We would have to make cases to, in our case, the U.S. 35 embassies, or in the military advisory and assistance groups. Iran was such a country. Most of the inputs which were being made to the Government of Iran were being generated within the MAAG headquarters, or Army MAAG. There were actually four MAAGS, four MAAG sections in Iran. It was our feeling at the time of this discussion, the time we are discussing at the moment, that any sales that went to Iran and that had to do with a military involvement, would be as a result of recommendations by the U.S. Government. Very likely they would be made on a direct government-to-government basis, and very questionably would involve the allowance of any commissions, because the U.S. Army's procedures involving the inclusion of allowable costs to the contractors on sales abroad was a very much of a question which was debated, generally after the sale was made. We would have to make cases to, in our case, the U.S. Army to justify that the actions of our sales people had contributed. Now this would have been involved in numerous cases, small cases, because we weren't involved in large cases at that time, that had to do with foreign military sales in various countries of the world. The ones I was particularly involved in were those in Thailand and Australia and New Zealand and Japan, and that part of the world, because generally speaking I was taking care of things in the Far East, because I had begun that when I first came to Bell in 1960. Mr. Orpen didn't come in until several years later, and we decided between us that those things I had been handling, I would continue to handle, and he would take Europe, Africa, and the Middle East. But the point is there was no requirement for us to have any sort of an influence center in order to make sales in Iran, because it was very definitely going to be a matter that would be between the two governments. And our position, and as it eventually transpired in 1967, and 1968, is we very much were given a back seat by the U.S. Government Foreign Military Sales Group, at that time headed by Mr. Cuss and Mr. Fickle [phoenetic] and Mr. Dave Olney, who were, generally speaking, conducting all of the government-to-government negotiations in this case with Iran. It never came out, really, in the discussions with the staff as to what the overall perspective was at that time. Senator S C H M I T T . I think it is very fine that you established that, and in order that I can pursue now, bringing Air Taxi into this discussion, which I think the committee generally has correlated Air Taxi with the International Helicopter Consultants discussion that you all had with Mr. Bell. Now Air Taxi is a new entry on the scene as of 1968, or a re-entry, but I don't believe 1964 is significant in this case. Now what did you do to try to determine what kind of ownership existed for Air Taxi? Mr. JOSE. Well, I had been aware of these discussions or these allegations from Mr. Bell, both by—well, by his meeting and some earlier or later discussions with Mr. French and I can't put a time on it. 36 Senator S C H M I T T . Y O U in your own mind had correlated those discussions with the Air Taxi question? Mr. JOSE. First of all, I correlated the question with just the question of representation. There was a serious question before Mr. Bell came in, as early as March of 1966, even before Mr. French was not allowed back in the country in May of 1966. Now I didn't recall these dates as of the time of the discussions with the staff, so this is some new information that I have since gone back and researched and some of the proceedings that you have conducted have given me information that wasn't really readily available to me. But we had had serious question about retaining Mr. French, even at the time Mr. Feliton, who was regional sales manager, and he has been referred to and has been interrogated, went in March of 1966—that was his first visit to go to Iran. He was the new regional manager in the area. And we had briefed him that we had serious question about the suitableness of Mr. French to handle our Iranian business. And in his trip report he states "This being my first trip, I did not raise with Mr. French the question that we have about his suitability to act as our dealer." Later, in May of 1966, we were informed, or at sometime shortly thereafter, we were informed that Mr. French was not allowed, there was some difficulty. Now the details of it we didn't have until Mr. Bell came to talk to us. And, again, the timing of this, I was not sure of it at the time I talked before, but I have had a chance to read some of the testimony or some of the notes, and so as far as the dates and so on, I have no trouble with the dates Senator S C H M I T T . What I am trying to do is establish, if the Chairman will allow me, I have been trying to establish if there is a link between the knowledge you had about Mr. French and about the proposal, and Air Taxi. Air Taxi is the issue with which Mr. Miller later was confronted. M r . JOSE. Y e s . Senator S C H M I T T . There was a link? so you, in your capacity, did look into Air Taxi and attempted to determine that there was no problem of ownership in your mind with Air Taxi? Mr. JOSE. Yes. that was the instructions that I gave to the people who were sent to do it. Now we had had our discussions with Mr. Bell in November, there was a letter which set a temporary extension, because they were finishing up the delivery of several small aircraft, $40,000 to $50,000, that were going out into areas that he was concerned with, so we had some cleanup to do. We also wanted to proceed in a rather deliberate fashion, to make a change. And this was going to involve an on-site investigation. Now Iran at that time was probably No. 20 on a list of high priority things we were doing, so we did not get to it immediately. But there was no question in my mind about what we were going to try to do. We had hoped to go over there in the spring and send a team. It actually did not get there until that fall. I did not participate in 37 that, and I don't really recall giving the briefing instructions or even getting the debriefing. All I recall is my feelings about the situation. We wanted to make sure, it would have been an operating guideline all of the way from Mr. Ducayet, Mr. Atkins, just the way we did business, that we would not entertain any kind of a dealer arrangement that involved a conflict of interest. So a team went there, and it consisted of Mr. Orpen, who was the International Manager, Mr. Kling, who probably 4 or 5 months before had been assigned that region, and Mr. Dick Pierrot. Mr. Dick Pierrot was a consultant to us, had been since the mid-1950's. Mr. Pierrot was a man in his 60's, he had been involved in, been an officer in the State Department, and had been in charge of certain embassies, as first officer, and so on, and had been involved in aircraft sales since the 1940's, or even before, in the 1930's. So he was the one that we generally used to check out the question. But certainly there should have been no—I don't know whether there was a question in their minds as to what their marching orders were. Certainly there was no question in my mind that they were to look for a dealer in the area, that would be able to, would be acceptable to talk to people in the embassy. Now we were having problems, because of the way the military sales were being conducted at that time, with our dealers being able to go into an embassy and talk about certain planning things. Senator S C H M I T T . But Mr. Jose, the question is when that investigation by your team was over, there was no doubt raised in your mind about the propriety of ownership of Air Taxi? Mr. JOSE. There was no doubt—there was no doubt in my mind that there was no conflict of interest. Senator S C H M I T T . S O whatever conflict may have existed was either shielded from the team or occurred later, or the team did not report to you about it? Mr. JOSE. It had to be one of those three, because in my mind, I was satisfied. Senator S C H M I T T . Mr. Chairman, I will come back to this. I am sorry, but I think it is important to establish when Air Taxi entered the picture and whether upper management had any reason in their mind, right or wrong, to transmit this information up the line. If we can show that they did not, then I think until we get the question of Mr. Miller's own investigation, at least this part of it can be put aside. The C H A I R M A N . Senator Stevenson passed the first time. Ordinarily—do you want us to go ahead? Senator STEVENSON. Yes. The C H A I R M A N . I want to followup in a little different way on the line of questioning Senator Schmitt was involved in, first with Mr. Bell. Mr. Bell, after you met on this crucial November 2, 1966 date, with Bell officials, including, you said, Mr. Ducayet, Mr. Jose and others, what was your reading of Mr. Ducayet's and Mr. Jose's reaction at that meeting? Did they indicate any outrage or any distaste for what you had proposed ? 38 Mr. B E L L . N O ; they did not indicate any. If they felt any, they were very clever in concealing it. The C H A I R M A N . Weren't you proposing in effect an arrangement by which General Khatami, who was head of the Iranian Air Force, would have received part of the payment? M r . BELL. Y e s , I w a s . The C H A I R M A N . Wouldn't that have been a payoff to Government officials ? Mr. B E L L . It would have been. The C H A I R M A N . Didn't you continue to correspond with Bell Helicopter for another year on that STP arrangement? Mr. B E L L . Yes, I did. In fact, just a couple of minutes ago was the very first time I was aware that it was all a futile act, and the decision had already been taken long prior. I was under the impression it was a decision being held in abeyance during that time, during which time Mr. French and I, on his behalf, continued to expend sums of money, time and effort to try and further their interests in the country, and to continue to establish his own operating position. The C H A I R M A N . And no Bell Helicopter official ever told you that he would have nothing to do with STP ? Mr. B E L L . They certainly didn't. As a matter of fact, Mr. Feliton was quite concerned in being certain that General Khatami approved of it. The C H A I R M A N . Furthermore, you testified that no one at Bell indicated to you it was contrary to Bell's policy to do business with Government officials? In fact, you testified they indicated the opposite, and I quote: "They were concerned to be certain they were going to be doing business with General Khatami." Is that correct? Mr. B E L L . That is correct. The C H A I R M A N . That is your testimony. Now, Mr. Jose, since Mr. Bell proposed at his meeting with you, and I quote your earlier testimony, a scheme that involved, and those were your words, payoffs to officials within the Government, why didn't you reject that proposal immediately upon hearing it? Why didn't you just say this is outrageous, we don't do that, that is not the way we do business? Why wasn't that your reaction? Mr. JOSE. Well, it was my reaction, but I didn't communicate it to him. The C H A I R M A N . Why didn't you? wouldn't that have been the natural thing to do? Mr. JOSE. I was hearing some allegations that we needed to check out. The C H A I R M A N . That you needed to check? Mr. JOSE. We needed to check, yes. The C H A I R M A N . What does that mean? Mr. JOSE. We needed to check to see, you know, background, the substance. What he was talking about were things that made no sense to me. I didn't know any, as I stated, I didn't know the people, 39 I didn't know what the dickens he was talking about. It was very confusing to me. The CHAIRMAN. Well, it would seem to me that under these circumstances it was clear that General Khatami was a man of influence in Iran, I think throughout the testimony here there is an indication there is some difference of opinion as to how much influence he had, but there is indication that he could have been very helpful in the sale by Bell to Iran. So why wouldn't it be logical for you to consider that, except that, you say, it was a clear policy on the part of the company not to make any payments, and you were outraged and it was preposterous and you have testified this morning that you were opposed to it because you just don't do that kind of business? Mr. JOSE. That is correct. The CHAIRMAN. Why didn't you say so ? [No response.] Now on January 14, 1967, two months after this meeting, Mr. French, who employed Mr. Bell, wrote to James Feliton, the Bell Helicopter Export Area Manager, and a copy went to you. And he said Mr. JOSE. The date again, Senator? The CHAIRMAN. January 1 4 , 1 9 6 7 . He said: John Bolton just left Beirut last night after coming in to tell me we have finally gotten the new company completed and registered, and with the new set-up, it should open many doors. The fact that we have General Khatami as partner silently, along with Dr. Safavi, the head of the legal department of civil aviation, and others, we own 49 percent of the new company and 51 percent Iranian. Then, instead of cutting him off, after that letter, you wrote to him on 30 January 1967, or your Export Area Manager wrote to him, and the last paragraph says: W e hope your new association will permit you to resume residence and business in Tehran, and want you to keep us advised. How do you explain that? Mr. JOSE. Well, isn't there another letter, too, Senator, from Mr. Orpen to them, granting only a temporary extension, and also stating that we were not interested in their proposal on STP? There were three letters that went about that time, Senator. The CHAIRMAN. I think there was a letter indicating that there was some concern, but nevertheless you had this letter and this letter is an expression by an official of Bell Helicopter indicating an interest and certainly not indicating it was against your policy ? Mr. J O S E . L I the case of the Feliton letter, he had already been notified of his termination and he was in his last month. The CHAIRMAN. Mr. Jose, what I can't understand is why, with all of this voluminous documentation we have, and we do have a great number of documents, as you know, why isn't there any letter, any note, any document at all in the material provided by Textron to the committee that indicates that Bell Helicopter would not have anything to do with the STP arrangement? 40 Mr. JOSE. Generally speaking, Mr. Orpen's office and mine were right next door, and we didn't need to. The CHAIRMAN. That temporary letter you referred to, of 1 7 January from Mr. Orpen, the one that you brought up, it says: It is our feeling that the arrangements for handling sales through Persian Co., STP, are not satisfactory to Bell as long as Bill French is unable to personally followthrough with Iranian contacts. However, a temporary authorization is herewith given for continuing Bell's business in Iran, as you have outlined in your letter of 5 January 1967, until such time as we have had an opportunity to personally assess the situation by a visit to Iran. M r . JOSE. W e d i d The CHAIRMAN. In other words, you weren't complaining about Khatami, you were complaining about the fact that Mr. French was out of the country and couldn't be there. I understand. That is sensible. But you have not got any documentation at all, none, to establish any policy on the part of Textron-Bell against making foreign payments. I don't see a document, I don't see any indication of that at all. Mr. JOSE. We didn't feel we had to document that. The CHAIRMAN. And there is evidence that you were interested in the STP arrangement, you continued to inquire about it. I mean by you, the company officials did. Mr. JOSE. Well, I told the staff, and it is in my testimony, that I thought that the phraseology that Mr. Orpen used was not very clear, because it was really two thoughts. The CHAIRMAN. Let me ask you this: You took a long time, it was more than a year after that, that you finally dropped Mr. French as your agent in Iran. It was in December 1967. And yet you continued with him in Kuwait for another year. If it was your policy not to do business with an agent who engaged in a situation where there were foreign pay-offs, why did you continue to do business for 2 years with Mr. French? Mr. JOSE. Well, I am not sure that that was ever consummated, for him to be in Kuwait. Because early in 1969 some of our people met with him, met with Mr. French in Beirut, and said that he had no operating authority anywhere. The CHAIRMAN. On 1 1 December, 1 9 6 7 , in a letter to Mr. French, from Mr. Orpen, Mr. Orpen says: This letter will outline generally the findings of Dick Pierrot, George Kliug and myself on a recent trip to Iran during the week of 20 December, 1967. He says later on in the letter: Our recent visit to Tehran and discussions with Dr. Safavi, John Bolton, Lt. General Khatami, and Major General Jablonsky, produced no indication that your position has improved, either through intervention of the U.S. Government, or other efforts of our own organization. In other words, you still were concerned about Mr. French not being there. You weren't concerned with Mr. Khatami, in fact, you talked to General Khatami about it; you weren't concerned about any pay-off there with respect to the General. Isn't that right? Mr. JOSE. Well, Senator, we didn't believe the allegation at the time and I still don't. 41 The CHAIRMAN. Your Export Manager said this, Mr. Orpen, in a telephone conversation with the staff: Mr. Orpen, in a telephone conversation with the staff, who left Bell Helicopter in 1969, said in a telephone interview with the committee staff he had heard from Mr. French earlier in 1967 that General Khatami had an ownership interest in Air Taxi. He also said he knew before his trip to Iran there was an ownership interest in Air Taxi going up to the Shah's family. I describing what Bell wanted in a new Iranian representative, Mr. Orpen said: We looked for someone who had dealings with the royal family, looking for potential contacts, since the sale of our helicopters are highly dependent on high level contacts. He said that shortly after they returned, Air Taxi was hired by Bell as its agent. When asked about General Khatami's role, Mr, Orpen said: Khatami would be important to sales of helicopters to the Army, because he had a finger in all aviation except for the navy. We got that story from General Toufanian. So, I get the picture the reason Bell hired Air Taxi is because they had General Khatami, and you had a report from Mr. Orpen, your sales person, who would know that that was the case. Mr. JOSE. This was a telephone call to Mr. Orpen from the Staff ? These are not direct quotations, they are paraphrasing? The CHAIRMAN. They are direct quotations, yes, sir. Now let me ask you this—my time is up. I beg your pardon. Senator SCHMITT. Excuse me, Mr. Chairman. Direct quotations of what? The CHAIRMAN. A direct quotation of Mr. Orpen, who was interviewed 2 days ago by Mr. Freed of our staff. Senator SCHMITT. But not direct quotations of the phone conversations? It is direct from his testimony, is that right? The CHAIRMAN. Well, they are Mr. Orpen's recollection. Senator SCHMITT. Thank you. Senator RIEGLE. Mr. Chairman, if you are not finished with that line of questioning The CHAIRMAN. Senator Brooke has the floor next in order now. My time is up. Senator RIEGLE. I was just going to suggest if you were about to complete that line of questioning, that you ought to do so and maybe others would wait. I Imow I would. The CHAIRMAN. N O , I think it is best to keep a discipline on time, we are over-running a little bit. In fairness to the Senators, I would prefer to do that. Senator Brooke. Senator BROOKE. Mr. Ducayet, when did you first hear the name of General Khatami? Mr. DUCAYET. General Khatami? I cannot remember exactly when I first heard it. I would be very surprised if I hadn't heard it sometime during the last 5 or last 4 or 5 years I was there. General Khatami was the chief of the air force. As such, he was a person who could potentially be a customer, because he might be buying 42 helicopters. We obviously were trying to sell to the air force, the Army or anyone. Although the Army was the best potential customer. Senator B R O O K E . Y O U are still a member of the board of directors; are you not? Mr. D U C A Y E T . I am now, yes. I was not then. Senator B R O O K E . Y O U mean the last 5 years you were there as president; is that correct? Mr. D U C A Y E T . Yes. I am sorry. Senator B R O O K E . When you first heard of General Khatami, you heard of him just as the chief of the air force, is that correct? Mr. D U C A Y E T . That is all that I remember. Senator B R O O K E . When did you first hear that General Khatami was an owner of Air Taxi? Mr. D U C A Y E T . I had never heard that in those days. If I heard it, it was sometime since the last 2 or 3 weeks. Senator B R O O K E . I beg your pardon? Mr. D U C A Y E T . If I heard it, it was sometime in the very recent time. Senator B R O O K E . Y O U said if you heard it. Don't you know whether you heard it? Mr. D U C A Y E T . Yes; recently, when all of the investigations have been going on. Senator B R O O K E . Only since Mr. Miller has been the nominee for the Federal Reserve? M r . DUCAYET. Yes. Senator B R O O K E . That is the first time you heard of General Khatami's position as the owner of Air Taxi? Is that correct? Mr. D U C A Y E T . That is correct. Senator B R O O K E . Did Air Taxi ever come before the board of directors as a subject of discussion? Mr. D U C A Y E T . As a question of discussion, I would say no. Senator B R O O K E . Did you ever hear of Air Taxi at any board meeting of the board of directors at Textron ? Mr. D U C A Y E T . I believe the question was brought up, yes. Senator B R O O K E . It was brought up. When was it brought up, and in what context? Mr. D U C A Y E T . I believe it was brought up in the context of a settlement that needed to be made with an agent in the country. Senator B R O O K E . When was that brought up ? Mr. D U C A Y E T . I can't tell you exactly. I know it was brought up in 1975, maybe. Senator B R O O K E . In 1 9 7 5 ? Mr. D U C A Y E T . Maybe. Senator B R O O K E . Was G. William Miller president of the board of directors meeting at that time? Mr. D U C A Y E T . I would believe so, yes. Sir, may I add something? I was not a director for a period of time in 1973. So there is a period of time in which I do not know whether any question was brought up. Senator B R O O K E . T O the best of your recollection, it was brought up for the first time in 1975? 43 Mr. D U C A Y E T . That is correct. Senator B R O O K E . At that meeting, G. William Miller was president, was he not? M r . DUCAYET. Yes. Senator B R O O K E . At that time was he not only the president of Textron, but also the group vice president of Aerospace? Mr. D U C A Y E T . I believe there was a group vice president other than that. Senator B R O O K E . Had he previously been a group vice president of Aerospace? Mr. D U C A Y E T . He was for a period. Senator B R O O K E . D O you know how long and when ? Mr. D U C A Y E T . Oh; about the last 4 or 5 years I was there. Senator B R O O K E . That would be what years? Mr. D U C A Y E T . That would be 1 9 6 7 or 1 9 6 8 , to the end of 1972. Senator B R O O K E . N O W Mr. Atkins was the executive vice president, was he not? Mr. D U C A Y E T . Correct, sir. Senator B R O O K E . And in turn, Mr. Atkins reported to you? M r . DUCAYET. Y e s , sir. Senator B R O O K E . As the president? Mr. D U C A Y E T . Correct. Senator B R O O K E . And in turn you reported to G. William Miller as the group vice president ? Mr. D U C A Y E T . That is correct. And also the president of Textron. That is the chain of command, is that right? Mr. D U C A Y E T . That is correct, at that time. Senator B R O O K E . Did Mr. Atkins at any time discuss Air Taxi with you while you were president of the company? Mr. D U C A Y E T . Not to my knowledge, I don't remember any such— well, I am sorry. I will change that. He must have discussed it with me, because during the last year that I was there, they were modifying the Air Taxi agreement. Senator B R O O K E . That would have been what year? Mr. D U C A Y E T . S O I must have known about it. Senator B R O O K E . What year was that? Mr. DUCAYET. 1972. Senator B R O O K E . Did you at any time know who the owners of Air Taxi were? M r . DUCAYET. NO. Senator B R O O K E . Mr. Atkins never told you that? Mr. D U C A Y E T . Not specifically, I don't think. Senator B R O O K E . Did you know who your agent was in Iran? Mr. D U C A Y E T . At that time, Air Taxi, yes. Senator B R O O K E . Did you know when Mr. French was your agent in Iran? Mr. D U C A Y E T . I was not aware—I was aware that at sometime we had an agent in Iran who was not allowed into the country. I could not have told you the name of the man, nor could I have told you the name of his company. 44 Senator B R O O K E . Was it of concern to you that you had an agent who was not allowed into the country, the country with which you wanted to do substantial business? M r . DUCAYET. Senator Yes. BROOKE. M r . DUCAYET. Did you make this fact known to Mr. Miller. NO. Senator B R O O K E . Why? Mr. D U C A Y E T . Not in the normal course of doing business, we would not have taken such matters to Mr. Miller. Senator B R O O K E . What did you do, if anything, personally to replace Mr. French as your agent? Mr. D U C A Y E T . I don't think I did anything. I probably, if I did anything, I merely referred it to the marketing department, or to Mr. Atkins, maybe. Senator B R O O K E , S O at no time while you were president did you ever receive any information from Mr. Atkins or anyone else to the effect that General Khatami was an owner of Air Taxi? Mr. D U C A Y E T . That is correct, sir. Senator B R O O K E . Y O U say it is correct, or that you have no recollection of it ? Mr. D U C A Y E T . N O ; I would say that it is correct, because I did not know it. I believe if it had been true, somebody would have told me. Senator B R O O K E . Well, you have heard Mr. Bell testify here today that he told you ? Mr. D U C A Y E T . Well, then I have no recollection. Senator S C H M I T T . Would the Senator yield? Senator B R O O K E . Yes. Senator S C H M I T T . Was that a question of whether Air Taxi was owned bv Khatami, or whether the STP proposal would have included Khatami? Senator B R O O K E . Did you know that ? Senator S C H M I T T . I don't think Air Taxi was discussed in the interchange between Mr. Bell and Mr. Ducayet. Senator B R O O K E . Did you know of STP? Mr. D U C A Y E T . I had no idea. Senator B R O O K E . Y O U didn't know General Khatami was in any way involved? M r . DUCAYET. NO. Senator B R O O K E . And you don't recall any statement from Mr. Bell to that effect at all? Mr. D U C A Y E T . I don't recall any of it at all. Senator B R O O K E . Y O U stated it was a policy of Mr. Miller to have no shadowy deals whatsoever, I think he said he was a straightnosed man. I have never heard that before, "a straight-nosed man." Mr. D U C A Y E T . Right. Senator B R O O K E . Were there any written communications or any directives or any office memoranda to the effect that Bell Helicopter or Textron would not do business with any agent whereby foreign officials would be receiving a pay-off? Mr. D U C A Y E T . In those days, I know of no such written instructions. 45 Senator B R O O K E . But you said that that was the policy of the company. Is that correct? M r . DUCAYET. Yes. M r . DUCAYET. NO. Senator B R O O K E . Why didn't Textron, like some other major corporations in the country, cooperate with the SEC in their voluntary disclosure program? Was that ever discussed by the board of directors ? Mr. D U C A Y E T . Oh, yes; it was brought up. Senator B R O O K E . Why was it rejected? Mr. D U C A Y E T . Because Textron did not consider that it had done anything wrong. Senator B R O O K E . I don't believe that that was the criteria for participation in the voluntary disclosure program, namely, that a company had done anything wrong or was in violation of the law. It was a voluntary disclosure to ascertain whether companies were involved in such practices. Do you recall the discussion in the board of directors at all ? Senator B R O O K E . Was Mr. Miller present at the time that this discussion took place? Mr. D U C A Y E T . I would have assumed that he was. He was in all of the board meetings. Senator B R O O K E . D O you recall whether Mr. Miller took any position as to whether there should be participation by Textron in the SEC voluntary disclosure program? Mr. D U C A Y E T . The subject was discussed, yes. Senator B R O O K E . Did he take a position? Mr. D U C A Y E T . Yes; he took a position. Senator B R O O K E . What was his position? Mr. D U C A Y E T . His position was that we did not need to cooperate with the SEC. Senator B R O O K E . Did he state why he thought that your position was not to participate with the SEC ? Mr. D U C A Y E T . Maybe I am using the wrong words, but to us, we had made no payments to anyone that were illegal or immoral, or unethical, there was no reason for us to make any disclosure, as I remember it. Senator B R O O K E . A S a matter of fact, in 1 9 7 5 , when you had this discussion, had you not made payments to foreign officials, which in hindsight are certainly very questionable, is that not true ? Mr. D U C A Y E T . Y O U are talking about Air Taxi? Senator B R O O K E . If in fact General Khatami, as it appears now, and this hasn't been refuted, was an owner of Air Taxi and he did receive money as a result of Bell's contract with Air Taxi, does it not appear, looking back in retrospect, that you were in error ? Mr. D U C A Y E T . NO. We had no knowledge that Air Taxi had a part, that General Khatami had a part of Air Taxi. Senator B R O O K E . Y O U still don't have that knowledge ? Mr. D U C A Y E T . We didn't at that time, sir. Senator B R O O K E . But you do now, do you not ? Mr. D U C A Y E T . N O ; I haven't had it proved to me. 25-067—78 4 46 Senator B R O O K E . Have you looked at the Defense Department or CIA records, any of those records at all? Mr. D U C A Y E T . I haven't, personally. Senator B R O O K E . The State Department, I beg your pardon. Mr. D U C A Y E T . N O ; I haven't looked at them personally. Senator B R O O K E . D O you accept now that General Khatami was actually the owners of Air Taxi? Mr. D U C A Y E T . I am not sure. Senator B R O O K E . Y O U still don't accept it? Mr. D U C A Y E T . I am not a lawyer, I am not investigating the statements of this Nation. Senator B R O O K E . Y O U don't have to be a lawyer to understand who is or who is not an owner of a given concern, do you? I am trying to ascertain what you understand now about what happened in 1975, when Mr. Miller stated to Textron's Board of Directors that Textron should not participate in the SEC voluntary disclosure program, and gave as his reasons, as you have stated, that Textron had done nothing wrong; nothing illegal, nothing which would embarrass the corporation. So I am asking you now, looking back to Bell Helicopter's agreement with Air Taxi and Textron's view of that agreement, do you understand that Textron actually had engaged in an agreement in which a foreign government official had received a payment? Mr. D U C A Y E T . In 1 9 7 5 , when we are talking about, we had a record of ownership or a statement of ownership of Air Taxi. This does not include General Khatami. And it still doesn't, and therefore I still am not convinced that he owns it, or had any part of it. Senator B R O O K E . My time is up again, Mr. Chairman. I would like to just hold that, and I intend to come back to that later on. Thank you. The C H A I R M A N . Senator Stevenson. Senator S T E V E N S O N . Mr. Chairman, my staff has prepared a sheaf of questions for these witnesses and those to follow, which I don't intend to ask. All of the questioning in this hearing has so far brought out nothing that has not been brought out in earlier hearings, or by the questions of the staff in the course of its investigation, That is unless something has escaped my attention. And I suspect that my questions wouldn't bring out anything new either. The question which must be answered, as Senator Riegle indicated, is the question about the ability and the integrity of Mr. Miller. So, I have one question. Mr. Bell, do you have any evidence, hearsay or otherwise, that would raise in the mind of a reasonable man any doubt about the integrity or the ability of Mr. Miller? Mr. B E L L . Senator, I don't have anything which would go beyond my own feelings as a citizen in the matter, which would involve indirect inferences, which it is this committee's duty to draw from anything that has been said. Senator S T E V E N S O N . I asked for evidence, including hearsay. It doesn't have to be admissible in court. This is not a court. Is there any evidence, beyond the fragments of circumstances that have come out so far, that would raise that question in the mind of 47 a reasonable man, in your opinion, as an attorney, and as a party to these facts. Mr. B E L L . Well, Senator, first, I demur at being a party, because I am not properly. I am a voluntary witness before the committee. Second, as to evidence of hearsay nature or whatever, I had no contact whatsoever with Mr. Miller, nor did anybody else tell me that they did. I have stated that it is my opinion that the fact of General Khatami's silent ownership and control of Air Taxi throughout all of the period of time we are talking about, as far as I know, even up until the time of his death, was so widely known that anybody who wanted to know it could and would know it. Senator S C H M I T T . Would the Senator yield? Except you did not pass that information on to the Bell officials? Mr. B E L L . Y O U are incorrect, Senator. I think you misunderstood my testimony. I did pass it on to them. Senator S C H M I T T . In the discussion you referred to ? Mr. B E L L . In the discussion of November 2. I subsequently passed it on in a great many other documents. I might say, Senator, that isn't the question Senator S C H M I T T . Air Taxi we are talking about, the ownership of Air Taxi. Mr. B E L L . Yes; we are talking about that. I am saying that is covered in a great many of these documents. Since the question of my credibility vis a vis the other witnesses today has obviously arisen, and quite properly so, it is a posture I am not too accustomed to, either, as an attorney, I am used to being considered an officer of the court, and my statements are considered to be under oath, whether I have taken the oath or not. I have always dealt in that fashion. These records you have before you were produced from my own closed files, file 5870, and you can tell from the dogeared condition how much use it had through the years. These are not things I thought up later. These are things that happened then and are documented as of that time. This is no fairy tale. Senator STEVENSON. Mr. Chairman, I have not yielded yet, but I would be happy to in a minute. Am I to infer from that answer, Mr. Bell, that you are accusing Mr. Miller of not wanting to know? Or of not knowing because he did not want to know? Mr. B E L L . Senator, I am saying that he apparently did not want to know, and I do not mean to attach any invidious intent to that. I don't know how you would run a company the size of Textron, and I don't know whether a person in his posture could or should have known within the ordinary way you would run a company like that. Senator STEVENSON. That is the next question. It goes beyond your competence as an attorney, perhaps. Perhaps it is a question that is more properly addressed to persons with experience in business management. But the question is should he, in the office which he occu- 48 pied at Textron, and as a reasonable, prudent, effective, diligent businessman, have known, have taken whatever steps were necessary in the course of business, with reasonable prudence, that would have established procedures that would have produced this knowledge? To put it differently, has he been derelict, in your opinions, as a businessman, for not wanting to know ? Mr. B E L L . Senator, I was only a businessman in a very small way. And I would say never at the levels that he has been. I have no knowledge of those. I was impressed just to have met the president of Bell Helicopter. Senator S T E V E N S O N . Well, Mr. Chairman, there is no evidence still, and no opinion as of now. I am not disinterested in your answers, gentlemen, to that question for obvious reasons, but will ask you too, do you have any evidence, hearsay or otherwise, that would cast any doubt about the integrity or the ability of Mr. Miller, evidence in this matter or any other matter in the mind of a reasonable man ? Mr. JOSE. I have no doubt, I have no evidence. Mr. D U C A Y E T . I have no evidence whatsoever, sir. I have had Mr. Miller as a chairman of the board of Textron, which I have been on for some 4 or 5 years now. Prior to that, I had dealings with him as my boss, substantially, directly or indirectly, almost directly. I have found him to be a highly—I would never have any question about what is going on. Senator S T E V E N S O N . Mr. Chairman, the evidence we do have indicates that Mr. Miller is a man of an uncommonly high level of integrity and ability. And so far there is no evidence, in my judgment, to rebut the overwhelming evidence in support of his nomination. But I am afraid that what has happened, not here, but in our Government, is something in the political process, which originates in Watergate, in the Bert Lance affair, and originates in other recent unhappy political experiences, that requires a nominee to prove his innocence, and that I fear is not possible. It certainly has never been a part of our system under commonly accepted notions of Anglo-Saxon justice. And it probably won't be required of nominees in the future, except for those who are high achievers, those who have made some waves, or left some enemies in their trail. The others won't find themselves in such a predicament as this. The thing I fear is the need to prove the impossible. It may not even be possible in the case of the mediocrities, or for Mr. Miller, if he spent his life in a monastery, to prove his innocence. That, Mr. Chairman, is what we are about. I am not suggesting that this is a fishing expedition. I am not suggesting that the committee is not doing anything it doesn't have to do. But I am suggesting that, soon, this process which requires the impossible should be cut short, it should be stopped, and we are getting very close to that point. Thank you. The C H A I R M A N . Senator Heinz. Senator H E I N Z . Thank you, Mr. Chairman. Mr. Jose, when Mr. Bell came to you with the story that you described, you, in effect, felt he was proposing something that was unethical, is that correct? 49 M r . JOSE. Y e s , sir. Senator H E I N Z . Why didn't you either terminate the conversation right then and there and reject his proposal, or, alternatively, why didn't you go to your superior, Mr. Atkins ? Why did you go instead to a very high member of management, Mr. Ducayet? Mr. J O S E . A S I stated, Senator, it was within my province to deal with the matter. Senator H E I N Z . I am sorry, I don't understand. Mr. J O S E . I say it was within my province to deal with the matter. I had a problem, I wasn't sure, but I might have been wickered. There was an automatic renewal provision in our sales agreements in that year that said if we didn't give notice of termination 60 days prior, that it automatically renewed. Mr. Bell didn't call us until that point had passed. So I was dealing with a situation where Mr. French and Mr. Bell, knowingly or not knowingly, had automatically renewed their contract. Senator H E I N Z . With you? Mr. J O S E . With us. Senator H E I N Z . H O W is that relevant here? Mr. J O S E . That put me into the position that the only way of terminating them was for cause. And that would be very difficult. I already had revealed to me that by the nature of the things that had gone on, that this could become a very contentious matter. Senator H E I N Z . Why would you not have gone to Mr. J O S E . S O why should I state categorically at that moment "You and I are going to have to fight about it." Senator H E I N Z . Why did you go to Mr. Ducayet though, rather than to Mr. Atkins, who was your supervisor, as we understand it? Mr. J O S E . A S I stated, Senator, I don't recall that I did, I don't deny we talked about it. But I don't recall the details. Senator H E I N Z . Well, if you were trying to establish a cause, you felt you needed I suppose some support for doing that. Without trying to settle whether or not you did go to Mr. Ducayet or Mr. Atkins, why wouldn't you have gone to your superior rather than to your superior's superior? Let's assume for the moment you actuarially did see Mr. Ducayet. Mr. J O S E . I have a great deal of trouble with these suppositions, Senator. Senator H E I N Z . S O do I . Mr. J O S E . Your question was why did I go, why would I have gone to Mr. Ducayet? Senator H E I N Z . Yes. Let's try to deal with a hypothetical case. If you wanted some management support, you thought your agent ought to be terminated for cause, and you wanted to establish the cause, would you normally have gone to Mr. Atkins or would you not go to Mr. Atkins, but go up a level to Mr. Ducayet—just in abstract, not dealing with Mr. Bell or Mr. French or International Helicopter Consultants. In the abstract, how would you normally go about that? Mr. J O S E . I had very little experience with terminating dealers. I wanted to talk to the people to find out what they knew of the circumstances surrounding it. I don't think it has come out in this 50 testimony today, that Mr. Orpen and I were on very heavy travel schedules the late part of 1966 and 1967. It is in the other testimony. It was very difficult sometimes for us to get together and try to discuss plans of action. In the first half of 1967, there seems to have been some questions as to why we didn't deal forthwith with this. I made three extended trips of anywhere from 3 to 5 weeks. In the month of January, which Senator Proxmire asked me about, there was a series of 3 letters written, and I had a sales meeting with 30 to 40 people the week before. The week of the letter I was at a helicopter convention on the West Coast. The week after that I was getting an annual physical. And I really was not there when much of this correspondence took place. Senator H E I N Z . I want to compliment you, though, on your excellent recollection as to what was happening. Mr. JOSE. A S of a week ago Thursday, I tried to go back and put myself into position—and I happen to have access to the travel vouchers—about where I was. Senator H E I N Z . Mr. Chairman, I have a few minutes left. I would be happy to yield it to Senator Brooke. I have completed my line of questioning, if Senator Brooke would like the remainder of my time. Senator B R O O K E . Yes, I would. Thank you very kindly. Mr. Ducayet, there was an article that appeared in the Wall Street Journal by Jerry Landauer which stated that auditors for Textron, Inc. discovered that at least four divisions of the company paid kick-backs to foreign customers, generally through secret Swiss bank accounts, which could involve millions of dollars. Are you familiar with that article ? Mr. D U C A Y E T . I have read the article, I believe. Senator B R O O K E . Y O U have been an officer of Bell Helicopter and still are a member of the board of directors of Textron? Mr. DUCAYET. Y e s , sir. Senator B R O O K E . D O you have any familiarity at all with kickbacks through four divisions of your company to foreign customers ? Mr. D U C A Y E T . I know of no kickbacks as such. I am not too familiar with those four items that have come up. I am not sure that I have the story on them. They have come up very recently, as I understand it. Senator B R O O K E . Has the Board met on this, to look into this? Mr. D U C A Y E T . I think it came up since there has been a board meeting. I believe it came up after we had the board meeting. Senator B R O O K E . Have you had any discussions with Mr. Miller relative to this? Mr. D U C A Y E T . No, I haven't. Senator B R O O K E . Would you be surprised if this happened to be a fact? Mr. D U C A Y E T . I would be surprised, yes. Senator B R O O K E . N O W you are in the business of selling helicopters? That was your business? M r . DUCAYET. Yes. 51 Senator BROOKE. Obviously you wanted to get a foreign market as well as a domestic market, is that not true ? Mr. D U C A Y E T . That is correct. Senator BROOKE. And when you are doing business in foreign countries, you sometimes find you have to do business in a manner in which they want you to do business, is that correct ? Mr. D U C A Y E T . Possibly, but not if it is illegal, or improper, I would say. Senator BROOKE. Have you always done everything possible to see that you did not conduct illegal business in foreign countries as well as here? Mr. D U C A Y E T . I believe we have, yes, sir. Senator BROOKE. And that you say was a policy of your company ? M r . DUCAYET. Y e s . Senator BROOKE. What did you do to insure that you did not do business illegally in foreign countries? Mr. D U C A Y E T . We did not have, to my knowledge, a written policy in Bell of what was or wasn't proper. We have always told our people that they are to deal above-board, they are to be open, they are not to do improper things, they are not to do illegal things. Senator BROOKE. But that is sort of a general statement of "do good." I am talking about what sort of oversight, what sort of monitoring did the company have to assure—it is a big company, and you were letting contracts in these foreign countries—yourselves that you weren't in violation of your own policies ? Mr. D U C A Y E T . I know of no specific monitoring service, to use those words, that would say yes or no, you have done this properly or improperly or something. We were trying to expand the foreign business. Foreign agents, foreign sales representatives were difficult to find. We usually tried to get someone who was a fixed wing operator, or fixed wing representative, because the helicopter business in a lot of our foreign countries was pretty slim in those days, and it was difficult to get an agent to take you on when there wasn't much sales potential. Senator BROOKE. Senator Heinz' time is up, so I will wait. The C H A I R M A N . Senator Riegle. Senator RIEGLE. Senator Sarbanes has not had an opportunity yet, so I yield to him. The C H A I R M A N . Senator Sarbanes. Senator SARBANES. Thank you, Mr. Chairman. Mr. Bell, I am not quite clear how you came to represent Mr. French, located as you were in Wichita. Mr. B E L L . Well, it is a rather long story, and I didn't go into it at the beginning to try to save the Senators' time. But I represented a company which delivered aircraft called Aircraft Ferry Co., its name was Flow Air, and its principal was a man named Floyd Atchinson. He had delivered the demonstrator aircraft, the Cessna, which Mr. French bought in the early days of his Cessna dealership, and while there, he suggested to Mr. French that he should have a corporation in order to carry on business. Mr. French was relatively unschooled, and said all right, how do I get 52 one. Mr. Atchinson suggested next time he was in Wichita, Kans., for a Cessna dealers meeting, that he go and see his lawyers. Mr. French did that. This was sometime prior to 1966, approximately 1960, as best I can tell from the file. Mr. French came in and asked us to form a company for him, which we did. That was Aviation Development Consultants, which held the Cessna dealership. A while later he asked us to form another company, which was International Helicopter Consultants, and it held the Bell Helicopter franchise commencing in 1964. Senator SARBANES. Well, I wasn't in the room earlier, but I gather in response to some questioning from Senator Stevenson, you indicated you have no direct evidence of Mr. Miller's knowledge of this matter. Is that correct? Mr. BELL. That is exactly correct. Senator SARBANES. Did you say that apparently he did not want to know? Mr. BELL. I think under some prodding from the Senator as to any kind of evidence or inference therefrom which I might have, including hearsay, I responded that the knowledge of General Khatami's ownership and control of Air Taxi was so widespread throughout this entire period of time that anybody who didn't know about it, just didn't know because they didn't want to. And there was no invidious inference intended in that. Senator S A R B A N E S . N O W when you went down to the State Department with French to talk with Elliott and Mulligan, apparently— I am now reading from the transcript of your interview with the staff investigators: I then inquired what Mr. Elliott would recommend we do under the circumstances. Mr. Elliott said since it appeared that a large part of this problem originated because of Mr. French's attitude, his refusal to accommodate himself, as most businessmen must, to the varying mores and customs of the country in which he was operating, and since it appeared that I, as an attorney, had a more progmatic view of the world, perhaps it would be advisable for me to go to Iran and negotiate on Mr. French's behalf with General Khatami. Is that an accurate statement of what he told you ? Mr. BELL. Yes, Senator. Senator SARBANES. On the basis of that suggestion of Elliott's, I take it that you had a more pragmatic view of the world, to arrange in the intervening period to go to Iran, is that correct? In other words, to meet with Dr. Safavi? Mr. BELL. The State Department actually made the arrangements for me, Senator. Senator SARBANES. The State Department made the arrangements for you for that meeting? M r . BELL. Y e s . Senator S A R B A N E S . N O W when you met with Mr. Safavi, I take it there were two questions. One was that you did not want to get into the charges against French, of having committed illegal acts, is that correct? I take it that was his plane going in and out without permission, things of that sort. 53 Mr. BELL. He commenced a discussion along those lines, and I wasn't prepared to go into that at that time, because I have never been given access to the evidence. I later was, and found it was not supportive of their charges in any way. Senator SARBANES. But in fact you say here that: I then told Dr. Safavi that since both he and I were attorneys, practical men of affairs, I thought it was up to us to arrive at some method by which Mr. French's company could continue to do business in Iran. Then you all proceeded to discuss the arrangements connected with doing that. Is that correct? Mr. BELL. That is correct. Senator SARBANES. NOW is it correct that in the course of that conversation, at some point Safavi said that—I guess it is. I have the answer here. At any rate, he also said since I was an attorney and was instrumental in this business, coming to him, he would split his formation fee 50-50 with me. I didn't demur to that because later on I told Mr. French that since he had already retained me, he would obtain Safavi's services for half price. So, Safavi, in that meeting in effect indicated that he involved you in the formation fee, and you didn't say anything in response to that, I take it? Mr. BELL. That is correct. Senator SARBANES. NOW was all of this related in a conversation that you had—I gather there is a divergence of recollection here with respect to a meeting with Ducayet, in Fort Worth? Mr. BELL. Well, after hearing what was said today, I would say more properly a failure of recollection in some quarters. Senator SARBANES. I didn't mean to suggest it was in all quarters. I take it there is some failure or difference in recollection in this matter ? Mr. BELL. I didn't understand the gentleman's testimony to amount to that. Senator SARBANES. In this meeting that you testified to, was all of this recounted ? Mr. BELL. Well, I don't think we discussed the division of Dr. Safavi's legal fee with me. But the rest of it was. And as I have said in the deposition you have in front of you, I told them everything that was in my subsequent letter to Mr. Zook of Cessna, which is an exhibit to that deposition also. Senator SARBANES. NOW your recollection of that meeting is that you in effect made a full statement and at the end of it, you got up and left, and the people said "Thank you, that is interesting, nice to have seen you"? Mr. BELL. I don't recall them saying it was nice to have seen me. Senator SARBANES. "Nice to have met you"? Mr. BELL. That is possible. Senator SARBANES. Well, I am quoting your own recollection of that meeting you have given the staff investigators. Mr. Bell, well, I said that was possible. They said something to that effect. 54 Senator S A R B A N E S . "Thank you very much for telling me this very interesting story, it was nice to have met you, we will be in touch with you." That is to your recollection the extent of Ducayet's comments in the course of this exposition on your part in the meeting? Mr. B E L L . That is correct. Senator S A R B A N E S . I have no further questions at this point, Mr. Chairman. The C H A I R M A N . Senator Lugar. Senator L U G A R . I have no questions. The C H A I R M A N . Senator Schmitt. Senator S C H M I T T . Mr. Chairman, I have gone on record as concurring with Senator Stevenson's summary remarks at the end of his time, that we are getting ourselves deeper and deeper into having to prove innocence, which is probably an impossibility in most instances. He and I, of course, work closely together on the Senate Ethics Committee, and I would say that 99 percent of our effort is to prove innocence, and apparently that is the game in town right now, so to some degree this questioning has to proceed on that basis. I am a little bit confused, Mr. Bell, and I apologize if I gave any indication that I doubted your remarks from what you previously said, doubted the truthfullness of your remarks. However, I am still a little bit confused about the information you passed on to Mr. Jose and Mr. Ducayet at your meeting. Did you mention Air Taxi at that meeting? M r . BELL. I Senator did. SCHMITT. Y O U M r . BELL. Yes. did? Senator S C H M I T T . And you mentioned it in the context of your impression that General Khatami had an interest in that? Mr. B E L L . I didn't state it in that way. I mentioned it in the context of background as to what caused Mr. French's problem to originate. I said, probably, something to the effect that, as you know, General Khatami controls Air Taxi and Heli-Taxi and through them, attempts to control all aviation in the country. And he has his ownership interest in that way, and he will not permit anyone to operate who doesn't give him an ownership interest. And he has approached Mr. French through an errand general, General Raffaat, for such an interest. When he refused to give it to him, he was run out of the country. Senator S C H M I T T . Mr. Chairman, I think there may have been some confusion on my part, maybe on several member's part earlier, in whether Air Taxi was mentioned. I hope that clears the record. Now, Mr. Jose and Mr. Ducayet, I guess in that order: In summary, you did not at any time, according to your recollections, have occasion to pass that particular information about Air Taxi up the line so that in your feeling it would have come to the attention of Mr. Miller? Is that correct? Mr. JOSE. I never did. Senator S C H M I T T . Y O U certainly did not, as you said earlier, because that was not your reporting sequence, Mr. Ducayet? You had no occasion to do so? 55 Mr. D U C A Y E T . I had no occasion to do it, no, sir. Senator S C H M I T T . Mr. Chairman, I have no further questions. I think we ought to get on to look at the next piece of this puzzle, which is to see what happened when Mr. Miller then on his own volition asked his general counsel to look into the question of the $2.9 million payment to Air Taxi to see if there was any question about that payment, that they should have raised, and then whether or not the report he got back from the general counsel should have raised any doubts in his mind. I think we have hit basically a doorway we can't get through here in part because of the kind of records and recollections that Bell Helicopter officials had at that time. Senator B R O O K E . Would the Senator yield? Senator S C H M I T T . I would be happy to yield. Senator B R O O K E . I personally think that Mr. Bell has done an excellent job and has been a forthright witness, buttressed by the documentation which he had in his office. I think that what the witness has testified to has not at any time been rebutted. Bell testified that he met with Mr. Jose, he gave him this information about General Khatami's interest, and Mr. Jose does not deny this at all, in fact he admits this and has said he thought it was a fantasy story. Mr. Bell further testified that he or Mr. Jose then made a phone call and they subsequently went to meet with Mr. Ducayet. Now, again, that has not been rebutted. Mr. Ducayet didn't say that Mr. Bell and Mr. Jose did not meet with him. He said that he did not recall whether they met with him or not. So without any rebuttal to what Mr. Bell says, the record shows Mr. Bell's testimony stands as it is, that there was a meeting between Mr. Bell, Mr. Jose and Mr. Ducayet. Now the question is if Mr. Bell told Mr. Ducayet the same story he related to Mr. Jose, and there is no reason to believe that he didn't, because that hasn't been rebutted, why did Mr. Ducayet not take some action on it himself, why did he not pass this on to Mr. Miller, or did he in fact pass it on to Mr. Miller? Now Mr. Ducayet has said that it is the policy of this company not to deal with agents that were paying kickbacks to foreign country officials. He said that there was no written policy, but that was a general understanding, and it was Mr. Miller's position not to engage in improper activities. But Mr. Ducayet does not recall ever talking with Mr. Miller about this at all. Now the question I would like to put to you, Mr. Ducayet, if in fact Mr. Bell did tell you about General Khatami, as he has testified, to which there has been no rebuttal, did you not consider it to be an unusual circumstance? Mr. D U C A Y E T . I would consider it to be an unusual circumstance. Senator B R O O K E . If it were an unusual circumstance, would you have passed that unusual circumstance on to Mr. Miller, your "superior? Or would you consider it of so little magniture not to compel you to pass it on? Mr. D U C A Y E T . I did not, I would not have considered it of a magnitude to pass on to Mr. Miller, or something that should be passed on to him. 56 Senator BROOKE. Y O U would not have? Mr. DUCAYET. I would not have. I would have considered it an operating problem, with Bell Helicopter, that Bell Helicopter had to do something about it, and then should cleanup their own house and take care of such a situation. Senator BROOKE. Would you then have given such direction to Bell Helicopter to do that? Mr. DUCAYET. I would be very surprised if I hadn't given it to somebody. But I have no real recollection of the meeting, and therefore I can't remember what I did. The CHAIRMAN. Would you yield at that point, because I think the previous testimony may be a little unclear on this. You were asked about this when you were interviewed by the staff at Fort Worth. And the question was: If you were ever advised by a subordinate at Bell Helicopter about any serious breach of corporate policy concerning foreign sales, would you report that to Mr. Miller? Answer: I think if it was a serious breach, I would have reported it, yes. How do you reconcile your response now to Senator Brooke with that you gave in Fort Worth? Mr. DUCAYET. I haven't considered this situation as a breach of anything. I would have considered that we were in a poor position, we had a representative who couldn't get into the country. We had done very little business in the country. The sales representative had been relatively unsatisfactory from our standpoint. And that I would expect the Sales Department to go do something about it. I would have considered that the question of his inability to get into Iran was enough reason to eliminate him, let alone whether he brought up anything else or not. The CHAIRMAN. But you wouldn't have considered the ownership by General Khatami of Air Taxi to be sufficiently significant, unusual, to call to his attention ? Mr. DUCAYET. Air Taxi was not our agent. The CHAIRMAN. Then you picked them up again in 1968. M r . DUCAYET. Y e s . Senator SCHMITT. Mr. Chairman, I think before my time is gone, I would just say that unless one or more people have perjured themselves, we have to assume at this point that Mr. Miller did not receive notification of this kind of a problem with Air Taxi from these people that are here at the table today, or as near as I can tell, from anybody with whom the staff has talked, or we have knowledge of at this time. That doesn't mean that he shouldn't have known. The question is did he know. And should he have had previously established management procedures by which that would happen as a matter of course. Again, those are details, important details, that are going to be difficult to establish by this committee. The CHAIRMAN. A S the Senator indicated, we have yet to develop the information we should develop with Attorney Soutter, counsel for Bell Helicopter. 57 Senator S C H M I T T . N O question, but I consider that a separate window into Mr. Miller's understanding of this problem. The window we have seen right now is foggy and unclear and it appears as if it was not open to Mr. Miller. And therefore his statements on the record from his hearing stand unchallenged by this group of witnesses. I think we have to accept that. The C H A I R M A N . The question of whether or not there is a challenge is a matter of judgment. Senator S C H M I T T . Unless these gentlemen have perjured themselves, we have to assume truth was there. If we want to get into an investigation of the question of these gentlemen's testimony, that is something else. But as far as they have testified, Mr. Miller did not receive that information from them. The C H A I R M A N . The difficulty here is we have the clear unquestioned assertion by Mr. Bell, in which he has given us documents, there is no document that refutes what Mr. Bell has said, and Mr. Ducayet denies he recalls this, and therefore his recollection as to whether he told Mr. Miller, it seems to me, is also modified by the fact that he doesn't remember hearing this information. Senator S C H M I T T . Well, I am not going to try to justify ^ the recordkeeping procedures of Bell Helicopter. I have been a little discouraged by the testimony we have heard. But we do have his testimony that even though there is no written documentation, his testimony is that he did not tell Mr. Miller. Now we can launch into a major investigation to find out if that is a true statement. But I think we have to assume it is a true statement. The C H A I R M A N . Mr. Ducayet, do you flatly deny you told Mr. Miller, or was it that you can't recall? Mr. D U C A Y E T . N O ; I would deny I ever told Mr. Miller anything about a problem we might have with an agent in Iran at that time. The C H A I R M A N . Y O U flatly deny you told him about the ownership of Air Taxi, flatly deny you ever told Mr. Miller that you had heard General Khatami may have owned Air Taxi? You flatly deny it? Mr. D U C A Y E T . I would have to deny that, yes. Senator B R O O K E . Your memory is very, how shall I say it, you remember some things so positively, yet you don't remember other things at all. You don't remember seeing this man in your office in a 45-minute meeting, and hearing about this whole problem, and yet you remember specifically that you didn't tell Mr. Miller anything at all about this transaction. Your memory comes and goes. Mr. D U C A Y E T . Mr. Brooke, I remember the kinds of things that I would take up with Mr. Miller. I never tried to take up with him any problems we might have had with the establishment of or termination or reestablishment of a dealer. We had dealers in 50 countries. We had good one and bad ones, and poor ones. We had hard times finding them sometimes. But these, to me, were operating problems that I would not necessarily have taken up with Mr. Miller. Thnt is whv I would not have. Senator B R O O K E . It was not the kind of thing you would take up with Mr. Miller, is that what you are saying? 58 Mr. D U C A Y E T . Yes, they are just not the kind of things I would tell Mr. Miller. Senator B R O O K E . But you would have told them to cease and desist, not to enter into such an agreement? Mr. D U C A Y E T . I am surprised if I didn't tell them. Senator B R O O K E . But at any rate, they did not cease and desist? Mr. D U C A Y E T . They did take action, they were busy, they were trying to do the best they could, I would say, at trying to get the situation taken care of. As Mr. Jose said, it took time, it wasn't done instantly. We didn't want to, I am sure we didn't want to get into trouble with Mr. French's company. So you don't just go terminate people for nothing right away. Senator S C H M I T T . Mr. Chairman, my time is up. If I could ask one more question, though. The C H A I R M A N . Certainly. Senator S C H M I T T . Mr. Ducayet, at the time under discussion, just prior to the rehiring of Air Taxi as Bells' representative in Iran, were there any pending major sales that you could foresee in Iran for Bell products? Mr. D U C A Y E T . Not—I don't believe we had any open sales or any open program with them at that time. I think we were trying hard. Senator S C H M I T T . N O W you were thinking at that time of finding a representative that could assist in opening up a major market in Iran? Mr. D U C A Y E T . I think we were trying to establish a good representative in Iran for us. You have to remember that Auguste, our licensee, also could sell in Iran and he had been selling, I am not sure exactly that is the time, but it was his territory, too. And he could well sell in there and I believe had sold and had been successful in selling. Senator S C H M I T T . But at the time there was nothing in the financial activities relative to sales to Iran that would have prompted you to think that this issue of Air Taxi was big enough to take up to a higher level. Is that what you are saying? Mr. D U C A Y E T . N O , I am saying that—I am not sure I am saying what you are saying. The question of ownership of Air Taxi or of our agent was the type of thing that I would not have taken up to Mr. Miller. To me it was an operating problem, that should be solved by us in the division. Senator B R O O K E . Would the Senator yield at that point? Senator S C H M I T T . Thank you. I have nothing further. Senator B R O O K E . There is another final point there, Mr. Ducayet. It is not just a question of who the agent was, or the ownership. If in fact you had this information, you had a serious breach of Textron policy. Do you understand what I am saying? That would be much more than just who the agent was, or whether French was a good or bad agent. The question here involves were you then dealing with an agent that was partially owned by or was paying kickbacks to a foreign government official. That would be a serious breach of your own policy, as you have so testified. 59 Now would you take that matter up with Mr. Miller? Mr. DUCAYET. I would still say that—may I ask, are you talking about Mr. French's company ? Because they were our agents. Senator BROOKE. I am talking about the information that Mr. Bell has testified that he gave you, that is what I am talking about. I am presuming, because it hasn't been rebutted, that Mr. Bell's information was given to you. Now I am saying the proposal Mr. Bell was talking about would have been a breach of Textron policy. Would you not have then taken that up with Mr. Miller? Mr. DUCAYET. I would probably not not have. I still say that I would have considered it an operating problem, and we should clean the place up and do something about it ourselves. And I believe that we did, because we turned around and removed the agent. Senator BROOKE. I am not talking about Mr. Miller as the president of Textron. I am talking about Mr. Miller acting as the group vice president of Aerospace. What did you take up ? What sort of matter would you take up with your group vice president, if you wouldn't take that matter up with him? Mr. DUCAYET. We would take up matters of how sales were going, how marketing was doing, how our military programs were going. Remember, 95 or more percent of our business right then was military, U.S. military business. We were in the throes of trying to get from 60 ships to 160 ships a month for the U.S. Army to ship to Vietnam. And we had plenty of problems other than this little piece of business over here that was International Marketing, of which one little piece was Iran. We were doing very little business in Iran. Senator BROOKE. When you were deposed, you were asked the following question: If you were ever advised by subordinates at Bell Helicopter about any serious breach of corporate policy concerning foreign sales, would you report that to Mr. Miller? Answer: I think if it was a serious breach, I would have reported it, yes. Mr. DUCAYET. Yes, that is correct. Senator BROOKE. NOW again I ask you: The information given to you by Mr. Bell, together with Mr. Jose, you would not have considered that a serious breach? Mr. DUCAYET. I would not have. If there were an agent in that country that we have done hardly any business in, they had other problems, if that wasn't the only problem, they had other problems that made them an unsatisfactory agent, I would still say we should clean up our own house and we did not try to take problems like that to Mr. Miller. Senator BROOKE. Then what did you mean when you testified if it was a serious breach, you would take it up with Mr. Miller? What would be a serious breach? Mr. DUCAYET. I think a serious breach would be if we hypothetically had some, let's us say an agent, sales representative, and found that he was paying people off. 60 Senator B R O O K E . Well, that is exactly what Mr. Bell said, wasn't it? Mr. Bell said that General Khatami was holding them up, had a gun at their head, practically, and was saying to them "all right, you are going to give us this percentage of the business, if you are going to do business in Iran." Now what more would you want? Mr. D U C A Y E T . What we did was change agents. Senator B R O O K E . Y O U changed agents ? Mr. D U C A Y E T . I would think that was plenty of action taken. Senator B R O O K E . Why did you change agents? Mr. D U C A Y E T . T O me, if you asked me why we changed, it was adequate that he couldn't get in the country. We didn't have to have any other reason. Senator B R O O K E . Y O U didn't change agents on the basis that General Khatami was involved? Mr. D U C A Y E T . We might have. I don't know. I don't know the circumstances of why we changed, really. Senator B R O O K E . What did you hire after this agent? Mr. D U C A Y E T . A S I understand it,, we hired Air Taxi. Senator B R O O K E . And Air Taxi was owned by General Khatami? Mr. D U C A Y E T . Not to our knowledge. Senator B R O O K E . Then you didn't believe what was told you? Mr. D U C A Y E T . That is right. I don't think we believed it. Senator B R O O K E . Did you do anything to find out whether it was true or not? Mr. D U C A Y E T . At some time we had a Dun & Bradstreet on them. Senator B R O O K E . Did you go to any Federal agencies or departments to find out? Mr. D U C A Y E T . Any pardon? Senator B R O O K E . Did you ascertain anything from these agencies? Our staff did. Mr. D U C A Y E T . From who? Senator B R O O K E . From agencies, the Defense Department? Mr. D U C A Y E T . N O , not to my knowledge. I am sure the Army, the MA AG office, must have known that Air Taxi was our agent. The C H A I R M A N . Did you check your own files? Your own files disclose that. Mr. D U C A Y E T . I haven't checked my files, no. I have no files. The C H A I R M A N . Well, we have been imposing. Senator Schmitt's time has expired. Senator Riegle. Senator R I E G L E . Thank you, Mr. Chairman. I don't think I will use the whole 10 minutes. But I do understand, then, Mr. Ducayet, that at some point you checked with Dun & Bradstreet, which presumably takes a tough look at who owns companies and so forth, to try and find out who in fact owned this company, and Khatami and company had apparently been skillful enough in hiding this thing that they hid it from Dun & Bradstreet. Is that correct ? Mr. D U C A Y E T . It doesn't show in Dun & Bradstreet. Senator E I E G L E . S O when you did ask, to get a cross-check from what you thought to be an independent outside financial source, 61 despite the fact that it now appears today and that that was the case, they were not aware of it at that time, and therefore they did not make you aware of it? _ Mr. Bell, let me ask you this? How much did Mr. French make for the time that he represented Bell Helicopter in Iran? Mr. B E L L . I have no direct knowledge of the total figure. But I have been told by Mr. French that that amounted to a few thousand dollars. Senator R I E G L E . There was an article in the paper the other D A Y that put the estimate at about $35,000. Would that be, do you think that would be close to right, or would you have no way of knowing? Mr. B E L L . It sounds approximately right. Mr. French had that dealership for four years, he sold three small helicopters, what they call G-5s, and two of them he bought himself. Senator R I E G L E . How did you bill Mr. French for your services ? Mr. B E L L . I billed him on a per diem basis, plus expenses. Senator R I E G L E . What would you have been paid by Mr. French? Mr. B E L L . I don't recall the totals, but I imagine it amounted to a couple of thousand or $3,000 a year. My per diem was fairly low in those days. Senator R I E G L E . D O you think Mr. French was short changed in this whole transaction? Mr. B E L L . I certainly do. Senator R I E G L E . If he had not been short changed, he might have made a lot of money, I take it, then, on this? Mr. B E L L . Well, it is difficult to speculate on what might have been. Senator R I E G L E . Well, short change means he didn't get as much as he might have gotten. Mr. B E L L . I agree. Senator R I E G L E . That is what is meant by the statement, Mr. B E L L . Yes, I agree. Senator R I E G L E . If things had really panned out for Mr. French, I assume you probably would have made more money yourself on this arrangement, would you not? Mr. B E L L . I don't know, because when things are going well for Mr. French, he doesn't hire me. It is only when he has troubles. Senator R I E G L E . S O you don't know whether you might have gotten more per diem days or whether you might have gotten more compensation if things had panned out in Iran, rather than sort of going the other way ? Mr. B E L L . It is difficult to say. It would have depended upon how many problems they had. Senator R I E G L E . I assume that is why you were interested in this particular client. Was there a longstanding friendship here or was this a dollars and cents proposition? Mr. B E L L . N O , it was my duty as an attorney. Senator R I E G L E . But the point is why did you have Mr, French as a client? Mr. B E L L . I had him because he hired me. Senator R I E G L E . S O , in other words, your interest in Mr. French was as a client? There was no longstanding friendship, it was not something you were doing out of the goodness of your heart? 25-067—78 5 62 Mr. BEJLL. N6, riot to the extent it was possible to be paid for. We' became friends throughout the long course of this. Senator EIEGLE. But he was a paying customer for you? M r . BELL. H e W a s a n d is. Senator JJTEGLE. 'What I am wondering is this : let's say the SEC investigation now were to turn up later the fact that this payment, that was made to Air Taxi, that some part of it was not as it should have been, and some part of that might actually be due to Mr. French. Wouldn't he stand to gain under those circumstances? Mr. B E L L . Yes, under your hypothesis, he would. Senator RIEGLE. Do you see any chance of that happening? Mr. B E L L . I doubt it on that basis. I think there might be some basis which we are in the process of examining, which we are really riot prepared to discuss in public, because we don't want to engage in saber rattling. But there may be some basis for some kind of action by , Mr. French against Bell Helicopter. ' Senator RIEGLE. Well, I think that is a very important factor. So what you have just said to the committee is that you, on behalf of Mr. Bell, are apparently contemplating some kind of legal action Against Bell yourself,: right today? Mr. B E L L . Yes, we are considering it. Senator RIEGLE. Have you advised the committee of that ? iMr. B E L L ; I Chave. It is in my deposition. Senator RIEGLE. Well, frankly, that concerns me a little bit, be-' cause that obviously puts, I think, you in an awkward position as a ^itne^SijiTJiat c&bega't- .mean you are still not an officer of the court as a lawyer. But I think it obviously puts you in an awkward spot1 when you really have sort of two interests going here. One- is to testify to .the committee in behalf -of its inquiry along the lines of this subject matter, but the second is that you are apparently engaged now at the' same time in ' a private legal matter with Mr. French to see if you can't recoup monies from this? Mr. B E L L . N O , Senator, the position is not awkward at all. First, I am not yet engaged5 in any action, we ate'considering the possibility of one. - 'Furthermore, Ihe effectiveness of that action will be enhanced to the degree that* the officials of Bell Helicopter Come forward with' lots of evidence to support the truth of what Mr. Miller has told' the committee about the way they treat their agents when they terminate them; Senator RIEGLE. Are you under retainer by Mr. French now ? M r . BELL. I a m n o t . Senator RIEGLE; Has he paid you any money at all in the last" two or three years in terms of the possible pursuit of a suit: of some kind to recoup some money you may feel is owed him? Mr. B E L L . He has, but not relating to this company. Senator RIEGLE. S O you do have an active business relationship* with him? M r . BELL. I do. 63 Senator RIEGLE. Have you discussed with him the terms arid con-' ditions under which you might proceed with an action against Texn tron in this matter? M r . BELL. N o t y e t . Senator RIEGLE. But I take it you plan to M r . BELL. I d o . Senator RIEGLE. Mr. Chairman, I think that do so? is an important factor, and I would say to the Senator from Massachusetts, I think that is' an important factor. Senator BROOKE. X think it is preposterous. I think it is absolutely preposterous. I' have never heard anything so preposterous since I have been practicing law. I think it is absolutely preposterous. Why don't you ask Mr. Jose and Mr. Ducayet, who have an interest in Textron? Senator RIEGLE. A S long as we are on my time, let me ask the Senator from Massachusetts what is preposterous about it? The thing that concerns me is that—this is not to impute Mr. Bell's testimony any more than it is to impute somebody else's ability to recall or not recall certain facts at some time in the past. But it is significant to me that there is a financial stake involved here. And it is a large one. And Mr. French apparently feels, as is related in fact by Mr. Bell here, here is an article just the Other day in the Washington Star, in which Mr. Bell is quoted as sa}dng— this is a quote in the middle of a paragraph, and I should probably read" the whole paragraph: They—meaning apparently Mr. French and Mr. Bell—are clearly bitter about what they term inadequate compensation of French. Bell said" I would like to see Textron demonstrate with documentation that the $2.9"million payments was well-earned and well-deserved. Such a demonstration, lie said, might give him grounds to sue for additional payments for French. I: assume you said that to the reporters ? Mr. BELL. That is exactly correct, Senator. Senator RIEGLE. All I am saying, Senator Brooke, is -when one— we are trying to reconstruct what happened and we are trying to work from peoples' memories and peoples' notes and so forth. But what is interesting to me is the fact that Mr. French today, and' because Mr. Bell thinks it is very likely that he may come to represent Mr. French in an action on'this matter in the near future, that they both have a financial stake in the outcome of this investigation by the SEC and*by inference, I think the investigation that we are doing here. Now that may or may not influence his testimony, and it may or may not cast a shadow over it in your mind or in mine. But I think it is important that that fact, which he has related be put on record, so it can be considered in the pattern of everything else we, are looking at. The CIIAIRMAX. Let Mr. Bell respond. Mr. BELL. If I may, I think the Senator has arrived at one conclusion which is not justified. I can't represent Mr. French in any ensuing action. And I have no possibility of that, because I will be 64 a material witness, and as you probably know, the rules of evidence preclude my representing him under those circumstances. Senator RIEGLE. But you have a very strong feeling in this? Mr. B E L L . Well, I have always had a substantial dedication to the truth. Senator RIEGLE. I don't know that I am challenging that question. I think the fact that the reporter here, and this in his term, he uses the word "bitter", but I would say from the tone of your own statement, it sounds like you sort of have some hard feelings over this. Is that a fair description of your feeling about it ? Mr. B E L L . I would suggest that the fair description is that Mr. French is somewhat bitter about all of the treatment not just from Bell Helicopter, but from General Khatami, and various other sources, that he got. I don't think it is fair to say that I am bitter or have hard feelings. I represent my clients when and where I can, and I can fairly describe the facts, I think. The facts are that Mr. French was unhappy at his treatment. He was not sufficiently unhappy, however, at the time, under what he thought the conditions were, when they terminated him, but that he would not continue as their representative in another country. Senator RIEGLE. You say you have had a long continuing relationship with Mr. French, you are involved in other matters with him, and it has evolved from a client relationship to a friendship, and if the SEC were to later find that money was due him and had gone to others, it is possible that he might come out of this with a large sum of money, might he not? Mr. B E L L . I think you misunderstand the thrust of the potential action. It has nothing to do with the SEC and money which went to others which might have gone to him. It has to do with whether or not at the termination of his dealership, Bell Helicopter dealt with him fairly and honestly in telling him no commissions would under any circumstances be due or payable for sales he felt were about to come to fruition and which did, subsequently, through an Augusta operation. We were told these -would be government-to-government, and under no circumstances would commissions be paid. Mr. Miller, in his testimony, said that was not Bell's policy of dealing with its dealers. Senator RIEGLE. Just to conclude, and my time has expired, one way that boils down in my mind is the fact that your friend and client in this matter and in other matters in the past, and even in the present time, is in a position here where he may very well recoup some large sums of money, based on bringing an action about the way he was terminated at that particular time. If this hearing serves no other purpose, it may well serve a good purpose for Mr. French, because it gets out into the open the various things that you are interested in ascertaining, and that you have been digging to find out and so forth, and now this work has been done and it is all there. All I am saving is this person who you acknowledge you are very close to, not just as a client, but as a friend, I think now has a 65 potential financial stake in how this thing is reconstructed in terms of going back in time. Now I hope that that will not end up having any bearing whatsoever on Mr. Miller's qualifications to serve as chairman of the Federal Reserve, because I think it is quite extraneous to that, although I think from the standpoint of Mr. French, and because of your involvement and your interest in Mr. French, it may be terribly relevant to that line of inquiry that you are actively pursuing, you acknowledge you are actively pursuing. I think it is important that everybody here understands that, because it seems to be one more part of the large and complicated puzzle. The C H A I R M A N . I think the colloquy we have just heard is very helpful, I am grateful to Senator Riegle, because it makes clear that now all of the witnesses who appear before this committee, including Mr. Bell, have a vested interest in making Mr. Miller's testimony ring true. Obviously all of the other witnesses are Bell-Textron people who have known Mr. Miller for a long time, have been working with him, his colleagues have interests of course in their corporation. Now Mr. Bell has indicated that his interests will be served if Mr. Miller's testimony on the termination payment to Air Taxi is found to be the truth. So we have nothing but witnesses favorable to the nominee. Senator R I E G L E . Should we vote then? Senator BROOKE. I don't mean to consider Mr. Bell's testimony to be unfavorable to the nominee. The C H A I R M A N . That is right, that is what I said. Senator BROOKE. I don't think he has attempted to be unfavorable, he has only given us the facts as he knows them, and the documentation. That is a question for us to evaluate. I would like to say to the Senator from Michigan I have not made a decision as to how I will vote on the qualifications of Mr. Miller. I don't know. I think we have to wait until after all of the hearings have been concluded before any of us should make a decision as to the confirmation of Mr. Miller. But we are not trying a case on the agreement between Textron or Bell and French or anybody else. We are trying to find the qualifications of Mr. Miller. And the questions that have been asked today go to the credibility of Mr. Miller and to his administrative abilities as well. Those are the two questions we have been asking, one, to find out whether Mr. Miller actually knew about it, and what he did if he did know about it, and, second, should he have known about it, and what kind of an organization was he running. I mean, I would be interested in knowing what kind of organization Textron is. He is the president of Textron. If Textron made a practice of dealing with agents that were getting kickbacks, I would be concerned about that. I think the Senator from Michigan would be concerned about that. I think every question that we have asked up until recently has been built right on target, and I think has been a proper question. 66 I am hot interested in whether Mr. Bell will take a ease later against Textron. That is not our concern here at all. Unless you can prove that his reason for testifying before us this morning is somewhat other than what it appears on the record to be, which I think would be a fair area of inquiry. There is no testimony to that. Everything you have asked him is m the record, when he was deposed he told us about that, we knew about it. If we read the record, it is there. I think he has been as honest as he can possibly be. I think it is unfortunate if we want to cast aspersions at his integrity, or what he was getting as a fee. I know if he only got $2,000 or $3,000 a year as a fee, he was grossly underpaid in my opinion. The CHAIRMAN. I just have a few more questions. I hope then we can wind up and move on to Mr. Atkins, who is the next witness. I would like to confine these questions to Mr. Jose and Mr. Ducayet. Mr. JOSE. Could we take 5 minutes before we go on, Senator? It has been Sy2 hours here. Could we excuse ourselves? The CHAIRMAN. Would you like to step out for 5 minutes ? Mr. JOSE. Yes; 5 minutes, if I may. The CHAIRMAN. All right, I understand. [Short recess.] The CHAIRMAN. NOW, Mr. Jose, I would like to get answers to two questions. The first question relates to the decision, after all of this information was discussed and disclosed, the decision made by Bell Helicopter to decide on Air Taxi as its replacement for Mr. French. Did you tell Mr, Orpen, who I understand you sent to Tehran to investigate this situation, whether or not to hire Air Taxi? Did you tell Mr. Orpen, who was Bell Helicopter's sales manager, about General Khatami's ownership of Air Taxi, especially about the time of Mr. Orpen's trip to Iran in November 1967 ? Mr. JOSE. Mr. Orpen would have had a copy of Mr. Bell's July 7 letter which outlined the allegations. The CHAIRMAN. What was that again, sir? Mr. JOSE. I said Mr. Orpen would have had a copy of Mr. Bell's July 7 letter which outlined the allegations. The CHAIRMAN. NOW by letter of February 1 6 , 1 9 7 8 , the State Department, in response to the staff request for information, said that General Mohammed Khatami was chairman of Air Taxi between 1957 and 1965, according to oral statements at the American ernbassv by the Registration Office, Ministry of Justice of Iran. Then we have a whole series of affidavits from U.S. military and embassy officials, which I will place in the record, indicating the knowledge,of Jvhatami's ownership in Air Taxi, that it was common knowledge, "widely knoWn. Let me just read one of them: The commercial attache, Mr. Westly, heard that General Khatami had a financial interest in Air Taxi soon after arriving in Tehran in 1974, from an Iranian commercial assistant. The attache stated that General Khatami's connection with Air Taxi was not common knowledge but appeared to be taken as an accepted fact by those in the aerospace business, especially those interested in doing business with Air Taxi. m [Reprints of the affidavits referred to may be found, beginning at page 173, in part 3 of committee print titled "Staff Investigation of G. William Miller."] The C H A I R M A N . N O W you say that Mr. Orpen had the information that Mr. Bell had given you. Mr. JOSE. Yes; he would have been copied on the letter. The C H A I R M A N . With that in mind, what investigation, did you or Mr. Orpen make as to whether or not there was a conflict of interest ? I understand then having had that information, he decided Bell Helicopter would retain Air Taxi? Mr. JOSE. Yes. He went with Mr. Kling and Mr., Perriott. The C H A I R M A N . He must have known this would be a payoff to a foreign official, because obviously General Khatami was a foreign official, owner of Air Taxi, which meant that that agent would of course be paid in due course by Bell Helicopter and there would be a payoff, isn't that right? Mr. JOSE. If it were true, yes. The C H A I R M A N . Well, if it were true. You have, no documents at all to indicate it was not true, none in your files we have been able to get. Would it not seem logical then for Mr. Orpen to make an effort to determine in Tehran whether or not this was true? If so, what did he do ? Mr. JOSE. Well, Mr. Pierrot would have been the one to do most of it, because Mr. Pierrot for about, at that time over 10 years, had done much of our investigation work on backgrounds of people and general reputations. , The C H A I R M A N . At any rate, when Mr. Orpen returned to Fort Worth, and I presume recommended Air Taxi—— M r . JOSE. H e did. The C H A I R M A N . What did you do to check out whether or not there was in fact a conflict of interest, in view of the information you had from Mr. Bell? Mr. JOSE. I talked to Mr. Pierrot, And he told me there was no conflict of interest. The C H A I R M A N . Did you check up on what that meant? Did you ask him what he meant ? Did you call his attention to theMr. JOSE. Certainly. I don't recall that he got a copy of Mr. Bell's letter, but he would have been aware that we were discussing this allegation, and I would have made it very clear with Pierrot by phone to Washington that we were not to deal with anyone where there would be a conflict of interest, and he was to check it out. The C H A I R M A N . Pierrot is now dead, as I understand it? M r . JOSE, Y e s , s i r . The C H A I R M A N . And I understand that Mr, French has deposed that he talked to Mr. Pierrot, and Mr. Pierrot knew that General Khatami had an interest in Air Taxi. Had an ownership interest in it, M r . JOSE. A S o f The C H A I R M A N . 1962, n o t 1967. That's right, but knowing that he had that ownership in 1962, didn't it seem logical under all of the circumstances that you should determine whether or not he had that ownership as of that date? 68 Mr. JOSE. We checked if he was still involved and we were told he was not. The C H A I R M A N . In 1962, who was your agent in Iran? Mr. JOSE. I N 1962 it was Air Taxi. The C H A I R M A N . And at that time you just told me that General Khatami had an interest in Air Taxi. Mr. JOSE. It was a matter of record at that time. I have since determined—I had never looked into it when he had been appointed in 1959. I didn't come until mid-year 1960 and I didn't go back and check the records. The C H A I R M A N . But you were burned by then, weren't you, you were burned in the sense that you did retain Air Taxi at a time when General Khatami was an owner of Air Taxi? Mr. JOSE. I am not sure that at the time I was The C H A I R M A N . In 1962, you just told me. Mr. JOSE. Yes. Senator, you were talking about a conversation between Mr. Bell and Mr. Pierrot. And you were asking whether Mr. Pierrot would have known about it. I said he would have, because in looking at the testimony, it is true, if it is true what French said, he would have discussed it with Pierrot at that time, so Pierrot would have known about it. The C H A I R M A N . That is right. So Bell Helicopter officials knew, and knew as of 1962 that Khatami had an ownership in Air Taxi. Now you didn't know in 1962, but you found that out later? Mr. JOSE. Yes. I am talking about looking back. The C H A I R M A N . Another question is if you found that out later, why didn't you take precautions to determine if you were going to hire Air Taxi again, that you wouldn't be hiring an agent that was owned by a foreign official, if that is against your policy ? Mr. JOSE. Senator, I thought I said we had asked Mr. Pierrot to make sure there was no conflict of interest. The C H A I R M A N . What did you do specifically to determine whether or not there was a conflict of interest ? What did Mr. Pierrot do ? Mr. JOSE. I don't know what he did. He just came back and reported there was no conflict. The C H A I R M A N . S O you just accepted his word, that is all? Mr. JOSE. Yes. I had been accepting his word for several years. The C H A I R M A N . Mr. Ducayet, would you consider that to be good management, would that be satisfactory, that all you have to have is him tell you there is no conflict of interest under all of these circumstances, and you accept it? Mr. D U C A Y E T . In those times, knowing Mr. Pierrot, I would have accepted it. The C H A I R M A N . Let me move on quickly to something else. In 1975, as I understand it, Mr. Bell asked the counsel for Bell-Textron, Mr. Soutter, to make an investigation of the payment of $2.95 million by Bell Helicopter to Air Taxi. Is that correct? Mr. JOSE. Are you asking me, sir? The C H A I R M A N . Yes, Mr. Jose. Mr. JOSE. I was not involved in the Iran question from 1969 on. The C H A I R M A N . Y O U didn't know about that inquiry ? Mr. Ducayet, did you know about that? 69 Mr. DUCAYET. I wasn't working for Bell at the time. I had been retired then. The CHAIRMAN. If you had—and I think it is rather unusual you don't know about that investigation. It seems to me that raises some questions about the investigation, how deep it was, how thorough it was. If you had been asked at that time about your knowledge of the ownership of Air Taxi, how would you have answered? Mr. JOSE. If I had been asked what question about the ownership? Mr. DUCAYET. He is asking me. Mr. JOSE. Excuse me. I am sorry. Mr. DUCAYET. Y O U are asking me, aren't you? The CHAIRMAN. I want Mr. Jose to answer it. Mr. JOSE. Would you repeat the question? The CHAIRMN. If you had been asked by Mr. Soutter, who was sent down to Fort Worth to investigate the $2.95 million payment, if you had been asked at that time about who owned Air Taxi who received that payment, what would you have said, in 1975 ? Mr. JOSE. I would have had to go back and look it up on some sort of record. But if you would rephrase the question and say if I had been asked whether I was aware, or whether I believed that General Khatami was involved in the ownership of Air Taxi, I would have said no. The CHAIRMAN. Would you have told them on three occasions you had been informed that General Khatami was an owner of Air Taxi? Mr. JOSE. I would have had no feeling, no question in my mind about saying there had been some question, we had looked into it and satisfied ourselves. The CHAIRMAN. YOU would have told him on three occasions you received the information, but you would have said Mr. JOSE. In 1975, Senator, I don't know whether I would have remembered I heard it on three occasions or not. The CHAIRMAN. Y O U would have looked at the record and the record would show that. You have told us that having looked at the record, you deposed to that. Is that correct? Mr. JOSE. If I had had the same records available to me. The CHAIRMAN. Question: If they had asked you if any one of those individuals had asked you whether or not you had any knowledge of the ownership of Air Taxi by any government official in Iran, including military officials, would you have brought to their attention that on two, possibly three occasions, the allegation had been made to you that General Khatami had an ownership interest in Air Taxi, if you had been asked? Answer: I would have seen no reason not to answer that. Mr. JOSE. Have I not answered it now generally the same way? The CHAIRMAN. Not quite. That is the same you would give now. OK. Mr. Ducayet, I want to get your relationship with Mr. Miller. Mr. JOSE. Excuse me, Senator? The CHAIRMAN. Yes, Mr. Jose. Mr. JOSE. There was a part in that that in several paragraphs previously I had been asked if I believed it and I would have said 70 that' I did not find it to be so. I have been quoted liberally in the press since,, and we are in the hot lights of publicity here, I was quoted in the press out of context to what I told the committee. I would like for the record to set that straight, because I had said I did not believe it, and I would have told the people that. The C H A I R M A N . You have made it very clear now. You had heard it two or three times, you did not believe it, but you had heard it two or three times. Is that correct? M r JOSE. Yes. The C H A I R M A N . All right. Mr. Ducayet, you were directly responsible to Mr. Miller, is that right? Mr. D U C A Y E T . During what period? The C H A I R M A N . During the period when you were president of Bell Helicopter, and then I think for a short time you were chairman of Bell Helicopter ? Mr. D U C A Y E T . Yes; during those last 4 or 5 years. The C H A I R M A N . H O W frequently were you in contact with Mr. Miller? Mr. D U C A Y E T . I was asked the question, I gave it on deposition. I believe I said about once a week, probably. But it depended on what was going on and how much was going on. The C H A I R M A N . What types of matters did you discuss with Mr. Miller when you talked to him? Mr. D U C A Y E T . We would discuss anything that might be a prob^ lern to the division, or something that I felt we needed his concurrence in. We might need to expand, we might have good business, I would be sure to bring him up to date on how we were doing in various sales programs, probably. Many military programs were going on, U.S. military. The C H A I R M A N . Since your appearance before the committee staff, have you had time to refresh your memory about the meeting Mr. Bell said he had with you and Mr. Jose on November 2, 1966? M r . DUCAYET. NO, sir. The C H A I R M A N . Y O U have not? Mr. D U C A Y E T . I have not. The C H A I R M A N . Senator Brooke. Senator B R O O K E . H O W frequently does the board of directors of Textron meet, Mr. Ducayet ? Mr. D U C A Y E T . Every other month, usually every other month. Senator B R O O K E . Are minutes kept of the board of directors meetings ? M r . DUCAYET. O h , yes, sir. Senator B R O O K E . Would the corporation have the minutes of the board meeting when this whole question of Air Taxi was discussed ? Mr. D U C A Y E T . There would be minutes of the meeting. I am not sure that they will show that that was discussed as such. The way any question might have come up, it might have come up in a report by someone on the operations or things that were going on and not necessarily be recorded in detail in the minutes of the meeting. Senator B R O O K E . But a matter of this importance, would it not bp included in the minutes? That is the purpose of the minutes, is it not, to record what happens at the meeting? 71 Mr. D U C A Y E T . What is it you are specifically asking about the payment ? Senator B R O O K E . I am not asking about a transcript, I am asking about the minutes of the meeting that would record that this matter was discussed, and what the position of the president of the corporation was. Mr. D U C A Y E T . It might show it. I am not sure that it does. Senator B R O O K E . Were the minutes of your meetings supplied? Mr. D U C A Y E T . I don't know. Senator B R O O K E . Mr. Chairman, I would like to have those records subpenaed, if we may. T h e CHAIRMAN. Yes. Senator B R O O K E . The corporate minutes. What date would you say> rather than having them bring all of the minutes of the corporation, what date would you say this matter was discussed by the board of directors? Mr. D U C A Y E T . I T is hard for me to say when it might have come up. I am afraid I have no recollection of how to remember when it came up, really. Senator B R O O K E . Did you take a position yourself The C H A I R M A N . Would the Senator yield? Did the Senator suggest the committee subpena these minutes? Senator B R O O K E . Yes. The C H A I R M A N . The staff tells me they have done that. Senator B R O O K E . We have not received them, they say. Mr. D U C A Y E T . Pardon? Senator B R O O K E . I understand that the records I have asked the chairman to subpena have already been subpenaed, but we have not as yet received those records. I would like to see the minutes of the board of directors to ascertain the nature of that discussion. The C H A I R M A N . A S I say, we will renew our request and press it; Senator B R O O K E . Yes. Now you referred earlier to the fact that you got a Dun & Bradstreet. I have a copy of that Dun & Bradstreet dated October 4, 1970. Actually we have evidence that General Khatami's participation as the owner of Air Taxi terminated in 1965, as I recall it. And that there was some evidence that he was a silent partner after that. So this Dun & Bradstreet does not go back far enough to ascertain whether General Khatami was in fact an owner of Air Taxi. Mr. D U C A Y E T . I understand what you are saying. But if what you are saying, sir, is saying that Khatami had no interest unless it were a silent interest after 1965, I believe it was 1968 that we re^ newed the agreement with them, and therefore it is not surprising we wouldn't have found any ownership. Senator B R O O K E . It would not have shown on the Dun & Bradstreet, because at that time he was not a visible owner of Air Taxi. Now Mr. Jose, you referred to the fact that Mr. Feliton went to Iran in the spring of 1966 to review, among other things, the suitab^itv of Mr. French as Bell Helicopter's agent. You also mentioned a trip report from Feliton. Is that correct? 72 Mr. JOSE. I believe I did. I am going from memory now. Senator B R O O K E . Y O U did testify to that. Mr. J O S E . I testified that way. Yes. Senator B R O O K E . Have you supplied the committee with a copy of that trip report? Mr. JOSE. I don't know, sir. I haven't been involved in the documents, the question of what files have been submitted. We can check that for you. Senator B R O O K E . If you have such, would you supply it to the committee ? Mr. JOSE. Yes. Senator B R O O K E . Y O U further testified or rather, you did testify before the committee staff that you sent three Bell employees, Pierrot, Kling, and Orpen to Iran in November 1967 to hire a new sales representative and specifically to determine whether General Khatami had an interest in Air Taxi. Now who were the prospective agents that you had in mind before the Bell officials went to Iran in November 1967? Mr. JOSE. I didn't have a list. What I stated was our position at the time was as of mid-year that year we were aware of an interest within the MA AG and within the Iranian government of a small buy of transport type aircraft, on the order of, initially it was 17, then it was 24, and ultimately it became 36. But it was a small buy. And we felt we should have someone that could look after our interests. I had never been to the country, I didn't have a list. We had changed our regional manager assignments in that area twice within the last year. So we had lost considerable time and continuity. So we went out to reestablish the continuity, and to try to determine who could represent us there. Senator B R O O K E . What were your instructions to your people regarding the procedures they should follow in checking out the reputation and ownership of Air Taxi, the type of report that Pierrot, Kline: or Orpen should make about Khatami's alleged interest in Air Taxi? Mr. JOSE. The only experienced international representative we had on the tour was Mr. Pierrot. So it would have been an instruction to him. And Mr. Pierrot at that time was teaching us about the international business. So beyond saying " I want to make sure that there is no conflict," I would leave it up to his best judgment. Now at that time we were beginning to work up procedures that were guidelines about checking with the embassy, checking the trade accounts or banking connections. But they were general in nature. The procedure that we were developing, but did not write until the following year, was one that we generally had been using with our people. Senator B R O O K E . Did they indicate to you how they reached their conclusion that he had no involvement with Air Taxi ? Mr. JOSE. I don't recall. I am sure they did at some time. The words that I would have been looking for would have been that there 73 would be no conflict of interest or there would be no evidence of any high military official being involved in it. Senator B R O O K E . Without the documentation, how would you have ever made a judgment that the General did not have an interest in Air Taxi? Mr. J O S E . I would have asked Mr. Pierrot what he had found out> who he had talked to. Senator B R O O K E . Had you at any time heard rumors that General Khatami was an owner? Mr. J O S E . I had been told three times, sir. Senator B R O O K E . S O you were trying to ascertain whether he was still an owner, is that correct? M r . JOSE. Y e s , sir. Senator B R O O K E . D O you know whether your three people actually met with General Khatami while they were in Iran to ascertain from him firsthand whether he was still an owner in Air Taxi ? Mr. J O S E . I believe there was a meeting with General Khatami^ but I don't recall the details of it. I recall there was no indication* Senator B R O O K E , S O even though you knew that General Khatami was an owner of Air Taxi at some time, you thought that interest had been terminated, is that correct? Mr. J O S E . The Shah had come out with some rules that said they, that there would not be a conflict of interest on procurements. And 1 assumed, since it was a very tightly controlled society, that people would take that seriously. Senator B R O O K E . S O you felt the General had complied with the Shah's rules, and therefore he was no longer an owner of Air Taxi* Is that correct? Mr. J O S E . That is correct. Senator B R O O K E . And you felt you were dealing with these principals and there was no undisclosed principal? Mr. J O S E . That is what I felt, sir, or we would not have appointed them. Senator B R O O K E . My time is up, Mr. Chairman. The C H A I R M A N . Senator Riegle? Senator R I E G L E . N O questions at this point, Mr. Chairman. The C H A I R M A N . Any further questions? Senator B R O O K E . N O . The C H A I R M A N . Gentlemen, I want to thank you very much. This has not been easy for any of you. I think you have been most responsive and helpful and I want to commend you for your appear* ance under very difficult circumstances. In view of the hour, it is 1 o'clock, and the fact that we have two additional witnesses, the committee will take a recess until 2 o'clock. [Thereupon, at 1 p.m. the hearing was recessed, to reconvene at 2 p.m. the same day.] AFTERNOON SESSION The C H A I R M A N . The committee will come to order. This afternoon our leadoff witness is Mr. James Atkins. Mr. Atkins, We are happy to have you; and I understand, sir, you are the president and chief executive officer of Bell Helicopter. Is that correct, sir? Mr. A T K I N S . That is correct. The C H A I R M A N . Do you have any kind of a statement you would like to make? Mr. A T K I N S . Yes; I would like to make a statement. If I may, I would like to have Mr. Galerstein sit with me. The C H A I R M A N . Before you do—it was my fault; I neglected to explain to you—would you rise and raise your right hand? Do you swear the testimony you are about to give will be the whole truth, and nothing but the truth, so help you God? M r . ATKINS. I do. The C H A I R M A N . And I apologize for interrupting you. Yon go ahead, in your own way. STATEMENT OF MR. JAMES F. ATKINS, PRESIDENT AND CHIEF EXECUTIVE OFFICER, BELL HELICOPTER-TEXTRON; ACCOMPANIED BY GEORGE GALERSTEIN, CHIEF LEGAL COUNSEL, BELL HELICOPTER-TEXTRON Mr. A T K I N S . Mr. Chairman, first off, I have made a career out of working for Bell Co. I started with them back in 1941. And other than spending 4 years in the Air Force in World War I I I have stayed with the Bell Co. for the last 35 years. And in that time, I have attempted to build a company based upon integrity and credibility. And from a personal standpoint, I think you could check with my customers and my employees, and you would find that I have a pretty good reputation for that. Now, these investigations and the publicity that has resulted from these investigations have been very trying on me, and on my family. And of course they are of great concern to me because of their reflection on Mr. Miller. So, I am going to try to, first off, set the whole scene and give you a picture of how I see the situation. Now, this morning Mr. Ducayet and Mr. Jose had problems in remembering back 12 years; and I would like to show you the extent of this overseas business at that time. It may give you a better picture of why they didn't remember certain things. Now from our financial history for the years 1964 through 1967, Bell did $1,142,000,000 in business—total business. And during that (74) 75 same time frame, the international business was $68 million, or about 6 percent of our total over that 4-year period. Iran and all of Asia was a very small part of this 6 percent. For those 4 years, we had sold a total of 15 transporters in Asia— not just in Iran, but in Asia—and that will give you some idea of why Mr. Ducayet and Mr. Jose were not overly concerned about Iran at that time. You might be interested in just 1 year. In the year 1967, Bell built 1634 Hueys and 110 Cobras for the U.S. Army. So from 15 transports over a 4-year period, to 1750 transport-category aircraft for the Army, you can see what a small part of our business that Iran and Asia represented at that point. Now let's talk about our organization for a bit. Mr. Ducayet became president of Bell Helicopters in 1960, and I became his executive vice president. We had 10 major functional departments that reported to Mr. Ducayet through myself. Mr. Ducayet and I worked as a team. We did not involve ourselves in the same situations, but those 10 functional departments— the vice presidents of those departments—had the right to talk to either of us about a particular problem. And normally they would talk to the principal that was in town, or they would talk to the principal who was closest to their particular problem. So that, again, may show you why Mr. Jose may have talked to Mr. Ducayet about the international consultants situation. OK, moving from that and picking up with Air Taxi—and remembering that they were first appointed a Bell representative in 1959, and that they were replaced iji 1964 by International Helicopter Consultants—when, 1 think Mr. French testified, I heard some testimony that during that time frame I think he was testifying that he thought that General Khatami had some interest in Air Taxi. If that was so, why would they move from Air Taxi to Helicopter Consultants, who admittedly had very little influence in the country ? Now, it sort of says to me that Bell did not recognize that General Khatami had an interest in Air Taxi. Now, going on from there and up through the 1968 timeframe, I had no knowledge of the statement that Mr. Bell had made but I certainly would have reacted that: If the Pars corporation which they were proposing to form was going to have General Khatami as a partner I would have certainly reacted that we wanted no part of a relationship with Pars. , I also feel that the statements that were made about General Khatami having ownership that I've read in the last 2 weeks indicates that there were "allegations"; they were not facts. There may hav£ been facts some place, but to me, Mr. French and Mr. Bell, from the testimony I have ready, they talked about cock-, tail rumors, and stuff of that type. So I think that Bell reacted pretty well in terminating International Consultants before the end of 1967; and I guess I think that Cessna terminated International Consultants 6 months later, and they had received the information at the s&me time as Bell had received it. 76 Now of course we went back in 1969, or 1968, and went back to Air Taxi. And why we did that, I'm not sure. I became interested in the Iran program, basically in the late 1970's, early 1971. And at that time, we received a D&B report which showed Mr. Eshoo and Mr. Chafik as the owners—the 100 percent owners—of Air Taxi. The D&B also said something else. First of all, it said the corporation was organized in 1958. Second, it said that they were operating on a large scale, a company of high repute and high standing in the community, considered trustworthy for engagements. That was in the D&B report we received in October of 1970. And to me, that was a pretty good reading on a representative in Iran. OK, from there let's talk about the product just a bit. Now, I noticed in the testimony—the 600 pages of testimony I previously gave—I brought the product into play several times, but it does not appear in the staff's report. And in my experience, a government procures an aircraft because of the performance, or other capabilities of the aircraft. And when, in the 1970-71 timeframe, the Iranian government made a decision to attempt to develop an Army aviation program, they certainly looked to the U.S. Government and the U.S. MAAG for advice. And certainly for their use, the Bell ships that had been proven in Vietnam, they were the right product to buy. Really, there was no competition. It just—the Huey transport sold around the world 10,000 of them built. It was the right product for them to buy. Now I imagine that U.S. MAAG would have recommended the Bell product, but even then the Iranians were concerned about the performance of the Huey machines that they had previously bought from Aguste. And we went into a product evolution program to build a super-Huey, and a super-gunship, which was more—which would have greater performance in their hot and high temperatures. In my opinion, the product was 85 percent of the reason why Bell won the program. And I think that has been overlooked in the staff report, and I think it is something that the committee ought to give consideration to. Now when we offered to improve the product, the Iranian government did not say: OK, we will buy your performance, and we will buy your aircraft because you say it has certain performance. But, rather, they said to us: Bring two prototypes to Iran and perform our mission in six or eight hot and high places. And we spent the better part of a month, with a team of about 50 people, touring Iran and showing our performance in these hot and high places. That demonstration, which finally ended up being given to about BOO of the Iranian military at a site outside of Tehran, was the main reason that His Majesty finally decided on this program. Now, what about the role of General Khatami? Well, there have been allegations made that the General owned— had an ownership interest in Air Taxi. The committee report savs that there were reports available from the CIA and DOD intelligence agencies. 77 Well, certainly these reports were not available to Bell; and certainly I personally was visiting the MAAG offices, and the embassy offices during the completion of that sale in late 1972, and no one in the U.S. Government made any statement to me that indicated that General Khatami had an interest in Air Taxi. And they fully understood, as did the Iranian government, that Air Taxi was the Bell agent. Now, I personally met General Khatami one time. That was in his office. I think it was on the 1971 trip in October. I spent about a half hour with the General. I explained to him the performance qualities of our product, and we had a very formal half-hour meeting. And that is the only time that I had the privilege of meeting with the General. The C H A I R M A N . That was General Jablonsky? Mr. A T K I N S . General Khatami. And of course I felt, from my contacts in Iran, that the source of the procurement would be the military-industrial organization, and General Toufanian from that organization would take the recommendation to His Majesty for final approval. I considered the MIO to be the pivotal point in the selection process—not General Khatami. I understood that General Khat^ ami was a very well recognized aviator, and I'm certain that his opinion may have been valuable to His Majesty in making a final decision, but in my mind, General Toufanian led the way. He formulated the program; he made the recommendations. And when His Majesty finally called us to his office to tell us that he had selected our program, it was General Toufanian that was in the office and not General Khatami. So in my opinion, General Toufanian and His Majesty made the. selections on our program. Now as a result of all this, we had a dealer, or a representative—Air Taxi—and they had a legal contract with us. And we needed to find a way to compensate Air Taxi fairly, and at the same time we needed to find a way to terminate our agreement as far as future military business was concerned. And as a result of that, we went through two or three amendments to our agreement and finally arrived at the settlement of $2.9 million. I personally was involved in the final negotiation of it. I can say, very truthfully, that if we had not paid the $2,950,000 we would have had a lawsuit. I felt that it was a very fair and reasonable compensation, when you recognized that it was only six-tenths of 1 percent of the sales value of the first contract. And since that time, we probably have received another $1.5 billion in contracts. So, I thought we conducted ourselves well. The day, or shortly after we negotiated this agreement with Air Taxi, we submitted the final amendment to the Air Taxi agreement to the U.S. Army contracting officer. And he had been advised early in the negotia^ tion period that we had an agreement with Air Taxi. He had been provided amendments one and two, and now here was the final amendment. 25-067—78 6 78 And of course in the final transaction, the $2,950,000 was paid by Bell out of its profits, and no part of it was charged to the U.S. Government, or to the Iranian government, in any way. So, Mr. Chairman, I think we conducted ourselves in a very honorable way; and it is something that has hurt us quite a bit, to see the allegations that are made about "bribes," and all of the rest. And certainly when you think about Mr. Miller and the outstanding person he is, and how he has the highest standards in the world, you recognize that if Mr. Miller cannot be confirmed for this job, no U.S. citizen can be confirmed. So with that, sir, that concludes my statement. The C H A I R M A N . Well, thank you, Mr. Atkins, for a very, very impressive statement. We very much appreciate it. I would like to ask you some questions about your relationship as supervisor of Bell Helicopters, or as chief executive officer of Bell Helicopters with Mr. Miller who, as I understand it, was not only the head of the corporation but he was the head of this particular group—the Aerospace group—and he had, therefore, a peculiar and special responsibility. M r . ATKINS. Y e s , sir. The C H A I R M A N . Y O U testified earlier that Mr. Miller supervised Bell Helicopters until 1974. Is that right? How frequently were you in contact with him during that period ? Mr. A T K I N S . Well, I testified incorrectly before. I said " I thought" 1974. It was actually November of 1972. I went back and checked my testimony. So he was our chief officer until November of 1972, and then at that point Mr. Ames took over as group officer of the Aerospace group. The C H A I R M A N . And what matters did you discuss with Mr. Miller during that period ? Mr. A T K I N S . Well for example, I was discussing with Mr. Miller and Mr. Ducayet—often the three of us were discussing the Iranian program that we were trying to build. We discussed the fact that we had a representative in Iran. I personally considered that I heeded a way to terminate that agreement, at some point. We discussed the negotiation that we were going through to arrive at that termination. That is about the extent of our discussion. The C H A I R M A N . Well, let me see if I can get a little bit before the termination matter came up. Referring to the period between 1968 and 1972 inclusive, what did you tell Mr. Miller about the sale of the 489 helicopters as the sale of the 489 helicopters came closer to fruition in 1972 and 1973? Mr. A T K I N S . Well I think that I made two basic trips to Iran—— .The C H A I R M A N . Let me just refine that a little bit, so you'll know what I'm trying to get at. Did you discuss with Mr. Miller the Bell Helicopter sales strategy, in fact? That is, Bell Helicopter's agent in Iran—-his role, the 79 importance of General Khatami to the sales, and any commissions that Bell would have to pay in connection with these helicopter sales ? Mr. A T K I N S . Well, Mr. Miller was very familiar with the fact that Bell had a worldwide representative organization—some 40 representatives around the world. He was well familiar with the fact that we had a standard agreement that each representative signed. He was aware of the fact that these standard agreements, when they reached a certain point, the payments to be made to the representative would be a negotiated settlement. The C H A I R M A N . That was for over five helicopters? Mr. A T K I N S . That's correct, sir. And first of all, when we started this program we were looking at 30 armed helicopters. And the program grew, from the period of 1971 to 1972, and throughout that period we weren't quite sure how large the program was. We, at one point, thought it was 30; we then upped our estimates to 100; and then, I think in August or so, I was thinking 300; and then it turned out to be 500. So the commission that would be payable would of course depend on the size of the program. And as we went through the negotiations to attempt to fix this commission with the representative, we kept Mr. Miller advised of what we were doing. The C H A I R M A N . What questions did Mr. Miller ask of you about the pending helicopter deal ? Did he ask about the representation you had with Air Taxi, at any time? Did he ask anything about the ownership ? Mr. A T K I N S . I don't believe he asked anything about the ownership. He knew that Air Taxi represented us, and other than to inform him of the general ground rules on which we were trying to negotiate, I think that is about the extent of the information I gave him. The C H A I R M A N . N O W , with respect to your own information about the knowledge of the ownership of Air Taxi, you say until a few weeks ago you were not aware of General Khatami's ownership? Except by the cocktail party rumors or things of that nature? Mr. A T K I N S . NO, sir, I did not hear those cocktail party rumors. I was unaware of the International Helicopter Consultants correspondents. I had a D&B report that told me who the owners of Air Taxi were. When we came to making the settlement with Air Taxi, we asked for a resolution from their board of directors authorizing Mr. Zanganeh to make the settlement. He gave us that resolution, and as a gratuity, he threw in the fact that the three owners—Chafik, Eshoo, and Zanganeh—they signed as owners of 100 percent of the shares. So that was in 1973. So that is about my extent of knowledge of General Khatami's ownership, and I don't really know what the committee has and whether they have allegations or whether they have proof that General Khatami had ownership. The C H A I R M A N . Y O U said you talked with General Jablonsky; is that correct? 80 Mr. A T K I N S . N O ; I said General Khatami. But I may have talked— I may have talked with General Jablonsky maybe once in my life, and that was before he went to Iran. The C H A I R M A N . General Jablonsky was our Army representative in Iran. Mr. A T K I N S . Yes; but before he left, went to the country, I think I talked to him. I think that was the only time I talked to him. The C H A I R M A N . General Jablonsky has been deposed, and we have an affidavit here that he knew of the ownership by Khatami of Air Taxi. He said he first heard in 1966. But he said, " I believe this information was common knowledge in our military circle of friends at that time." That is his testimony. Now, you say you understood that Mr. Zanganeh was one of the three owners, but you did not know Mr. Khatami was. Mr. A T K I N S . That's correct. The C H A I R M A N . N O W , what about Mr. Zanganeh. Wasn't he on a High Council of Aviation in Iran? Isn't that the Iran equivalent of the CAB or the FAA? Mr. A T K I N S . I have no knowledge of that, sir, that he was. The C H A I R M A N . At any rate, Air Taxi was probably owned by Mr. Zanganeh; you are aware of that. M r . ATKINS. Yes, sir. The C H A I R M A N . D O you think you had any kind of an obligation to inquire about the identification of Mr. Zanganeh with the Iranian government, or did anyone who worked for you do so? Mr. A T K I N S . Well, let me say that the Iranian government understood that Air Taxi was our representative. The U.S. Government understood that Air Taxi was our representative. Both understood that. The C H A I R M A N . Yes; but I'm asking about Mr. Zanganeh inasmuch as Mr. Zanganeh was an official of sorts. He was on the high command of the aviation council, which, as I say, is an official government body in Iran. Mr. A T K I N S . Was that during the period that he owned Air Taxi, or was that some other period? The C H A I R M A N . Well, my information must have been during an earlier period. But, at any rate, he did have some kind of a connection of that sort. Now, Mr. Atkins, I would like to ask you about your authority to negotiate a $2.9 million settlement with Air Taxi, and also the earlier agreements—the earlier amendments, I should say. You said that you had a situation where you had a fixed commission up to five helicopters. After that point, there was negotiation. Mr. A T K I N S . Bight. The C H A I R M A N . Was your authority to negotiate a $ 2 . 9 million settlement with Air Taxi ? What authority or instruction did you receive from Mr. Miller or from Textron's board of directors in negotiation of payment to Air Taxi? Mr. A T K I N S . Well, the authority to negotiate that $ 2 . 9 million was within my charter. 81 When you're playing around with $5- or $6- or $700 million worth of business, $3 million is not very large. So it was within my charter to negotiate for $3 million. The C H A I R M A N . Except it could be very large when you were down to the point where you recognized that you had to take it out of your own profits. It was not something that could be added onto the cost. Mr. A T K I N S . That's correct. And I did consult with Mr. Miller. I told him a general area where we would negotiate, and I made him understand that we would be paying this out of our profits. Mr. C H A I R M A N . Was this matter presented to the Textron board of directors? Mr. A T K I N S . Sir, I don't know. The C H A I R M A N . What authority did Mr. Sylvester and Mr. Rudning have to amendments 1 and 2 of Air Taxi and initially expose Bell Helicopter to a $10 million commission? What did you tell them ? Mr. A T K I N S . Well, Mr. Rudning had been manager The C H A I R M A N . I'm very sorry. I'm going to have to interrupt because that's the last five minutes of roll call, and I have to run. Senator Brooke went over early and should be back in about two or three minutes. So if you will just wait, we will resume the questioning right away. TBrief recess.] Senator B R O O K E [presiding.] The meeting will come to order. Mr. Atkins, you testified that you had a meeting with General Khatami; is that correct ? Mr. A T K I N S . I had one meeting with him. Senator B R O O K E . And when was that meeting held ? Mr. A T K I N S . I believe that was in October of '71. Senator B R O O K E . Now who arranged that meeting? Did you ask for the meeting or did General Khatami ask for the meeting ? Mr. A T K I N S . I asked for the meeting. And Mr. Zanganeh, the manager of Air Taxi, arranged the meeting. Senator B R O O K E . Where was the meeting held? Mr. A T K I N S . In General Khatami's office. Senator B R O O K E . Why did you ask for a meeting with General Khatami? Mr. A T K I N S . Well because we were coming in the country—we had not been established in the country. I recognized that the army had a limited capability as far as aircraft programs were concerned. And I considered that, with a good part of our marketing policy, to advise General Khatami of the particular characteristics of our products. Senator B R O O K E . N O W you did not know General Khatami at all, did you? M r . ATKINS. N o , Senator sir. BROOKE. Y O U M r . ATKINS. Y e s , sir. only knew him by reputation ? Senator B R O O K E . And you thought it was best to advise him of the product that you were trying to sell ? 82 Mr. A T K I N S . That's correct, Senator. Senator B R O O K E . Did you feel that he had some influence in orders for your helicopters? Mr. A T K I N S . Well, I fully recognized that he was highly respcted by the U.S. MAAG. I fully recognized that he was considered to be an aviation expert. And I felt that in some way he might have an imput to His Majesty before the final decision was made. Senator B R O O K E . Who told you of his influence with the Shah? Mr. A T K I N S . I don't think I remember. But being a four-star general of the air force in Iran is a pretty high-level position. Senator B R O O K E . Yes but this was an army purchase, was it not? M r . ATKINS. Yes, sir. M r . ATKINS. Y e s , sir. Senator B R O O K E . At any rate, you found out from some source or sources that General Khatami had influence with the Shah and that he was a man well versed in the type of equipment you were trying to sell to the Iranian government. Mr. A T K I N S . Well, I would not consider him a helicopter expert or anything of that type, but I felt that in a marketing program, you contact all the possible tentacles that lead to a final decision,, and I thought he was one of those people. Senator B R O O K E . Did you see anyone else other than General Khatami ? Mr. A T K I N S . Yes, I'm sure I did. Basically—not in the air force. Basically, I think, I ,saw General Khosrodad; I saw General Kliosrodad who was going to lead the new army aviation program. I saw General Toufanian. And, of course, I saw Mr. Dehesh. At that point, the decision makers in that country were very limited, so there were probably four or five principal people. Senator B R O O K E . At that time had you heard any rumors that General Khatami was an owner of Air Taxi or had ever been an owner of Air Taxi ? Mr. A T K I N S . I hadn't. Senator B R O O K E . N O W you said you had a conversation which lasted about 30 minutes? Senator B R O O K E . What was that conversation with General Khatami about, and who was present at the time? Mr. A T K I N S . I believe Mr. Zanganeh was there, and I believe Mr. Sylvester was with me. And Ave were describing to the General the characteristics of the products, improved aircraft, that we were going to offer to their country. There were Bell Hueys in Iran. We had been watching the performance of those aircraft, and we saw that they were having trouble because of the high mountain conditions of Iran. Senator B R O O K E . Did you discuss anything other than the technical matters dealing with the aircraft? Mr. A T K I N S . Not to the best of my memory, sir. Senator B R O O K E . N O W , Mr. Zanganeh at your request set up the meeting with General Khatami? Mr. A T K I N S . That's correct. 83 Senator B R O O K E . Did lie tell you anything about any relationship that he had with General Khatami? Mr. A T K I N S . Well he told us that he had several air programs that he was involved in. He operated Aero Commanders for the Iranian Air Force. Other than that no. Senator B R O O K E . Did Mr. Zanganeh tell you that General Khatami had any prior relationship with Air Taxi? M r . ATKINS. NO sir, h e d i d not. Senator B R O O K E . Did you discuss with Mr. Zanganeh the ownership of Air Taxi ? Mr. A T K I N S . Yes. At one time during the 1972 trip I had a discussion with Mr. Zanganeh about that issue and he confirmed the ownership as shown on these documents that we have. Senator B R O O K E . Did you raise the question or did he volunteer it? Mr. A T K I N S . I raised the question. Senator B R O O K E . Why did you raise the question? Mr. A T K I N S . Because I was interested in knowing. I recognized that I had a contract to settle and I wanted to make sure that I had the same owners as I knew were the owners. Senator B R O O K E . Did you ask him about any previous ownership of Air Taxi? Mr. A T K I N S . I can't remember doing that sir. Senator B R O O K E . Were you concerned about it? M r . ATKINS. N o sir. Senator B R O O K E . Did you look into the ownership of Air Taxi while you were in Iran on that trip ? Mr. A T K I N S . N O sir. I think we were relying pretty heavily on the D&B report that we had dated 1970. Senator B R O O K E . And you thought you were dealing with the principals as were contained in that report? Mr. A T K I N S . Yes sir. And as far as I know—I still don't know that they are not the principals. Senator B R O O K E . But you do know that at sometime prior to 1965, General Khatami was an owner of Air Taxi; you know that now, do you not ? Mr. A T K I N S . NO, sir, I do not know that. Senator B R O O K E . Y O U have not seen anything that would convince you that he was an owner at that time? Mr. A T K I N S . The only thing I've seen is some letters from Mr. Bell, and they were allegations. And I have no knowledge. I have heard you folks mention the CIA report and an intelligence report, and, of course, we don't have access to such reports. Senator B R O O K E . What about the Defense Department reports ? Mr. A T K I N S . Well, the DOD intelligence report is the one I'm talking about. Senator B R O O K E . Well, couldn't you ascertain from the Defense Department whether he was or was not? Mr. A T K I N S . Senator Brooke, the Defense Department negotiated a letter of offer with the Iranian Government. They knew that Air Taxi was our representative. So, certainly, if they had any information, they would have put it on the table. 84 Senator BROOKE. And they never did? M r . ATKINS. NO, sir. Senator B R O O K E . N O W , you heard Mr. Jose testify today—were you in the hearing room? M r . ATKINS. Y e s , sir. Senator B R O O K E . Mr. Jose testified that he did meet with Mr. Bell and that Mr. Bell did tell him that General Khatami was an owner of Air Taxi. M r . ATKINS. Y e s sir. Senator B R O O K E . He said it was rather inconceivable—and I don't want to paraphrase what he said—but he said it was sort of a fantasy thing, this whole story, and that he did not, to the best of his recollection, communicate it to Mr. Ducayet. And you were immediately working—you were the one, as executive vice president, working with Mr. Jose, were you not? Mr. A T K I N S . Well, in my opening statement, Senator, I talked about our organization, and I talked about the fact that Mr. Ducayet sat as president; I sat as executive vice president. There were 10 functional departments that reported to him through me. Now, each one of those vice presidents knew that they could go to either of us on any particular situation. Quite often one of us would be out of town. Quite often one of us would have a greater degree of expertise in a subject than the other would have. So it was not unlikely for Mr. Jose to consult directly with Mr. Ducayet, any more than it was for the vice president of engineering to consult directly with Mr. Ducayet. Senator B R O O K E . S O Mr. Ducayet could have had a meeting with Mr. Jose and Mr. Bell without first having had a meeting with you; is that correct? M r . ATKINS. O h , yes, sir. Senator B R O O K E . That would have been an acceptable procedure? Mr. A T K I N S . Yes, perfectly. Senator B R O O K E . It would not have been considered going over your head ? M r . ATKINS. NO, sir. Senator B R O O K E . It might have been you were out of town on the date of that meeting? Mr. A T K I N S . That could be. Senator B R O O K E . If at any time either of them told you about the meeting, meaning Mr. Ducayet or Mr. Jose, did you know that thev met with Mr. Bell? Mr. A T K I N S . Well, I know that Mr. Jose met with Mr. Bell, but I have no knowledge of that meeting or the results of that meeting, and I first read the correspondence of the past two weeks. Senator B R O O K E . D O you know yourself what was the purpose of Air Taxi? Mr. A T K I N S . Well, Air Taxi was a fixed-based operation at Mehrabad Airport. When we went there in '71 they probably had two or three major maintenance hangars. They probably had 150 employees. They represented the companies of Avco, DeHavilland, a couple of others—Bristow—not Bristow but a British company. 85 So they were representing four or five major aircraft companies— Aero Commander was one of them—and at the same time they were doing maintenance on the Aero Commanders that the Iranian Air Force had purchased. It was a big facility, a big operation. Senator B R O O K E . Y O U negotiated that $ 2 . 9 5 million, did you not? M r . ATKINS. Yes, sir. Senator B R O O K E . Did you think that that was excessive? Mr. A T K I N S . N O , sir, I don't. Senator B R O O K E . D O you think you got dollar-for-dollar value from it? Mr. A T K I N S . I think, sir, that a commission of six-tenths of 1 percent of a sale was very small. Senator B R O O K E . What services, if any, did they provide, other than a commission on the sale ? Mr. A T K I N S . Sir, would you repeat that, please? Senator B R O O K E . What services, if any, did Air Taxi provide other than the sale itself? Mr. A T K I N S . Well, they were, of course—by the time of the sale they had represented us for some 10 years, considering the two periods of time. They were good sales representatives. They knew the country well. They could help us meet the right people that we needed to meet. They could help us with the parsi language.. They could help us with logistics. They could help us with—they participated in our demonstration at 10 bases across the country. So they had performed considerable service. Senator B R O O K E . $ 2 . 9 million was not for services rendered in the earlier time period; it was only on this transaction. Isn't that correct? Mr. A T K I N S . It was only on this transaction, sir, but I think the total compensation they had received before this was very minor. Senator B R O O K E . Are you indicating that part of this compensation was for services rendered prior to the second contract you had with them? Mr. A T K I N S . N O . What's I'm saying is, a major program of this type doesn't develop in three months or six months; it takes three years, perhaps, to develop it. And so over all that period of time they represented us, and they received no payments until such time as we had made a sale. Senator B R O O K E . And if you would agree that General Khatami was the owner of Air Taxi at the beginning of the first contract, then obviously Air Taxi received some compensation for services during that period. Mr. A T K I N S . I believe in the first period, 5 9 to ' 6 4 , I think I heard that they received less than $20,000, and I did not know and still don't know that General Khatami was a co-owner in that time frame. Senator B R O O K E . My time has expired. The C H A I R M A N . Senator Riegle. Senator R I E G L E . Thank you, Mr. Chairman. As I understand it, the way the commission business of this sort works, you have a contact organization in a foreign country and 86 they assist you and you try to develop this business, and it is a long, slow process and there may be modest payments along the way that, because they are acted in your behalf, but it isn't really until you close a deal that a commission is really appropriate. I mean, I've done selling • myself, and I don't ever recall ever being paid a commission until finally there was a sale, and that actually takes place. And I gather that is what happened in this instance. Mr. A T K I N S . Well, the payments they received along the way are less than $20,000, and that was based on spare parts or something that were to be delivered in the country. Senator E I E G L E . Eight. But the figure of $ 2 . 9 million, which was the major commission, six-tenths of 1 percent of the volume or the value of the first sale, really came as a result of having finally closed this deal, which was almost 10 years in the making and developed the relationships and so forth. Mr. A T K I N S . That's right. Senator E I E G L E . N O W , that seems to me to be a reasonable figure in terms of the size of the sale. Now, am I correct in remembering that there was also that if you had not worked out the commission figure that was acceptable to both sides, that you were susceptible to legal action by them against your company for whatever figure that they might want to press forward and the court might fine them? Mr. A T K I N S . Yes. We felt that the sum might have been much higher than the negotiated amount. The negotiated amount was not only the commission on this large sale, it also had the effect of terminating their contract. And I could see a billion dollars in additional business down the road, and so they received no commission whatsoever on future work. Senator E I E G L E . On following business? Mr. A T K I N S . That's right. Senator E I E G L E . N O W , I gather—and if the committee has anything that refutes what I'm about to say, I would appreciate it if they would make it clear—but we don't have any information as a committee, insofar as I know, that that percentage figure of sixtenths of 1 percent on a sale of that size is unusual, that it is larger and, in a sense, constitutes some kind of a red-flag amount that would be out of keeping with the scale of the transaction. As a matter of fact, I think, given the size of the sale and how long it took, that the ownership question aside, you made it clear what your understanding was of the ownership situation, but the amount, both as a dollar amount and as a percentage—and they have to be looked at together—was not something that was out of the ordinary, in light of the facts of this case, insofar as I am able to iudge it. Now, let's talk about Mr. Miller. You worked with him a long time, and I want you to comment, if you would, about him. First of all, what was Mr. Miller's feeling in the company about "bribes, push money, payoffs, overly large commissions that would get passed back under the table, and so forth? Describe for us, if 87 ;you would, what his position was on these matters, and what has he either said or put in writing as a matter of company policy? Mr. A T K I N S . Well, first of all, Mr. Miller is a very conservative person, and even though he is the head of a large corporation, let's say a $2 or $3 billion corporation, he maintains a minimum office staff; he is a no-frill man. Senator R I E L E . That will appeal to the chairman, here. Mr. A T K I N S . Well, that is very, very true. I think they have something like 125 people in all of the Textron corporate offices, which is a very limited amount. But certainly Mr. Miller—every one of the 65,000 employees that Textron represents feels that Mr. Miller is a man of the highest integrity who would have no part of any kind of shenanigans. Senator R I E G L E . D O you recall any situations where business was offered to the company where there were bribes or payoffs involved that would have been turned down outright? M r . ATKINS. Y e s , I do. Senator R I E G L E . I S it more than once? Mr. A T K I N S . Well, there is one major one that I'm thinking of. Senator R I E G L E . Can you describe it for us ? Mr. A T K I N S . Without naming the country ? Senator R I E G L E . Well, let's do it without naming the country at the moment. I don't think that that's the important part. I think the important part is the illustration. Mr. A T K I N S . Well, maybe two or three years ago, we had a call from a major country, and they wanted to buy so many aircraft. And our salesman was in the country, and there was a matter of whether we would agree to increase the price of the aircraft, and I said, "No, we would not agree to increase the price the aircraft." Senator R I E G L E . And the idea was how would this money get funnelled back to that person. Mr. A T K I N S . Well Senator R I E G L E . Well, there was some arrangements, presumably? Mr. A T K I N S . Well, those details weren't worked out. Senator R I E G L E . But the point is you were offered the business if you were willing to sell them at an inflated price and somehow this third-party goods came off, the difference? Mr. A T K I N S . That's right. Senator R I E G L E . And what happened in that case? Mr. A T K I N S . We did not do the business. Senator R I E G L E . And how big was that proposed sale? Mr. A T K I N S . That was probably about $ 1 5 or $ 2 0 million. Senator R I E G L E . SO, you're saying yoa refused it? In other words, •once you understood the fact that that was the condition of the sale, you walked away from the sale? Mr. A T K I N S . We did not have a choice. That is the way you have to conduct vour business. Senator R I E G L E . And are you saying there were other situations like that, that when they came to light that the company would follow exactly the same practice? A T K I N S . Well, if there were, they probably did not even reach me, because the marketing department knows that we go on 88 one basis only; we don't get into any stowed-up prices or anything of that sort. Senator R I E G L E . SO, coming back to Mr. Miller—and it would not be fair to characterize him as somebody who is a corner-cutter or a guy who is a little flexible in terms of his standards of conduct and integrity Mr. A T K I N S . Mr. Miller is inflexible as far as his integrity and the way he conducts his business. Senator R I E G L E . I think it would be important—you've seen him for some time and you've watched him operate and so forth—I would like you to elaborate a little bit more because I think this is sort of what is before us, and it is awfully difficult for him to come in and sort of say those things about himself. And someone could argue that you are not a disinterested party, just like somebody could argue that Mr. Bell, who was sitting here before, is not actually a disinterested party. But you've seen Mr. Miller close up. You are here as a sworn witness, and I would like you to describe as best you can, something of his integrity, his personal ethics, his standards of business conduct. I mean, what kind of a person is this? Because I'm concerned, if he's confirmed as head of the Federal Reserve, I think that dimension of his makeup and his history and his behavior is profoundly important, and presumably that is what this whole inquiry is aimed at, and I would like to hear you describe it for us as you have seen it. Mr. A T K I N S . All right, sir. Of course, Mr. Miller heads Textron, which has some 30 divisions, and he has these 30 divisions in five corporate groups. He personally over the years has conducted business reviews in each of those divisions almost every year. He is a man that—liis integrity is unquestioned. His knowledge of each of those 30 businesses is amazing. His knowledge of the people in the corporation is amazing. He pushes equal opportunity at every chance he gets. He is clearly an outstanding American, and, as I said earlier before you came in, Senator, that if Mr. Miller cannot be confirmed for this job, no American can. Senator R I E G L E . Well, let me ask you this. Can you ever recall a time in your history in the business where you saw Mr. Miller compromise those standards in any way at all ? Mr. A T K I N S . NO, sir, I have never. Senator R I E G L E . Have you ever heard anybody else say that he had? Mr. A T K I N S . NO, sir, I have not. Senator R I E G L E . Have you ever, in his private life, aside from his professional responsibilites ? M r . ATKINS. NO, sir. Senator R I E G L E . What would be his reputation in the community that he has lived in? Mr. A T K I N S . Well, he has a TrnftMiiL reputation in the community. Of course, he is deeply Involved ffi Redevelopment of Provi- 89 dence downtown center. Of course, he has served on all the good national programs: the Alliance for Progress, and Savings Bonds, and all of those programs. And really, of course, he is taking a great loss to be chairman^ of the board, and he is willing to do that because of his dedication to the country. Senator R I E G L E . Well, you know, when he was first here, he was introduced—sometimes as is the practice in the Senate for the Senators from the home state to accompany a nominee and speak in his behalf, and sometimes it is real and sometimes it's the kind of gracious tokenism—but the day that he was here, Senator Pell and Senator Chafee, who represent the two parties, were here, and I think were probably as extemporaneously lavish in their kind comments and seemed to be genuine to me. I took both the Senaators' comments on their face, based on what I think in both cases have been long years of history of personal knowledge, that this is not a person who would have even the slightest blemish that anyone could identify in their history that one could use even as the beginning point as a presumption that someone would come here and with their whole history, their whole career, their whole professional standing, put in jeopardy by testifying falsely before this committee. And I frankly don't think that he did. I think that he was truthful. But the thing that concerns me here is that the presumption, until we sort of resolve this matter, the issue still here is the question of Mr. Miller and the degree to which he was honest and straight in his dealings within the company. Now, some have raised the question of management competence. Has there been any way that Textron as a corporation has been measured by any outside rating groups in terms of its success as a company and the degree to which it has been well run and well managed ? In other words, could anyone fairly make the argument that Mr. Miller really was over his head in managing a company of this complexity, or has the record of the company over a period of years been quite outstanding? Mr. A T K I N S . Well, I think, really, that Textron has been considered one of the outstanding conglomerates in the United States. It has handled its companies in a very good manner over the years. We showed continuing growth in the corporation. Mr. Miller has sorted out the good companies, and they are now the center of this total conglomerate. He has disposed of other companies which he did not think had the same opportunities. I would think—he is president of the National Research Council. I would say that he is considered an outstanding businessman in the total business community. Senator R I E G L E . SO, it would be fair to conclude, then, that he did not arrive there by accident, that he has a good and effective record of managerial exercise of responsibility over a long period of years. My time has expired, Mr. Chairman. The C H A I R M A N . Senator Schmitt. 90 Senator S C H M I T T . Thank you, Mr. Chairman. Of course, I'm most anxious to get to the testimony of the general counsel to try to understand this "open .window" that I referred to^ and possibly any knowledge that Mr. Miller may have had or not had on this issue, and the timing of that knowledge. Mr. Atkins, I would like to ask you, as I have other witnesses, did you at any time talk with Mr. Miller while he was vice-president of Aerospace or president of Textron about the involvement of Iranian officials in Air Taxi? Mr. A T K I N S . Senator, I did not know of any involvement of Iranian officials in Air Taxi. And I certainly did not talk to Mr. Miller about it, because I did not have any knowledge of it. Senator S C H M I T T . And your knowledge presumably came about the same time as Mr. Miller's, and that is the consequence of these hearings ? Mr. A T K I N S . Would you repeat that, Senator ? Senator S C H M I T T . Your knowledge o f the involvement of men like Khatami, General Khatami, in the affairs of Air Taxi came, as apparently did Mr. Miller's, as a consequence of the discussions during Mr. Miller's confirmation hearings? Mr. A T K I N S . Yes, sir, Mr. Schmitt, and the problem still remains that we have not seen anything that says General Khatami had a relationship with Air Taxi. Senator S C H M I T T . Have you had access to the staff report ? M r . ATKINS. Y e s , sir. Senator S C H M I T T . And you feel that within that there is no definitive evidence that General Khatami had a financial interest in Air Taxi? Mr. A T K I N S . That's right. I see allegations in there, and then they mention CIA reports and intelligence reports, and, of course, I don't know whether those are reports that are allegations again, or whether they are really based upon facts. We don't have that kind of knowledge. Senator S C H M I T T . Mr. Atkins, can you describe very briefly your perception of the events leading to the negotiation of amendments 1, 2, and 3 that eventually provided $2.9 million, as what your records apparently show to be listed, maybe in shorthand, as a commission, but has been referred to by Mr. Miller, if I remember correctly, as termination fees or accumulation of different kinds of fees? Mr. A T K I N S . All right, Senator, let's go back to the fact that Air Taxi was our representative for the years 1959 to 1964. During that period of time, they received very minimum commissions, perhaps on spare parts or something of that type, of maybe $20,000 or $25,000. They became our representative again in 1968 ' Senator S C H M I T T . D O you, by any chance, remember why they were terminated in 1964? Mr. A T K I N S . NO. And I brought that up before. If we had known that General Khatami was a member of Air Taxi at that time, whv would we have moved over to Mr. Feliton's organization that had no contacts in that country ? 91 The C H A I R M A N . Will the Senator yield at that point? Senator S C H M I T T . Yes. The C H A I R M A N . Yon mean he might move over because of the fact that General Khatami was an official, and if you were paying; him a commission you were paying him a bribe ? Mr. A T K I N S . Well, if we had known that, sir—but we had; no knowledge of that. The C H A I R M A N . Well, that's right. But that would be the real reason you would do it. Mr. A T K I N S . Yes, sir. And it ought to be. Senator S C H M I T T . I think Mr. Atkins was implying that if they were out to pay off General Khatami, that is not the move they would have made. But would you continue with amendments 1, 2, and 3. Mr. A T K I N S . Anyway, in 1968, we signed a new agreement with Air Taxi. We went into a marketing program that started in 1970. As we moved into the 1972 timeframe, we recognized that we were going to make some sort of a large sale. I think I testified before that I thought—in June of 1972, I thought the sale might be 300 ships, it could be 500 ships. So, there was a team of three of us that were the principal people working the sale: Mr. Sylvester, Mr. Rudning, and Atkins. Rudning was a contract man, so, as we approached, as we moved through 1972, I said to Mr. Rudning, "Let's negotiate an amendment to establish a percentage commission on the sale so at least we have a feeling on the sale." And he and Mr. Sylvester negotiated that first amendment, which came up at that 2y2 percent commission. Well, then, in late August, early September, His Majesty made the decision on the program. And when I met with him about thatdecision, he said to me, "This is going to be an FMS sale." I said, "Fine." So, we fell back and said, "Well, if this is going to be an FMS sale, we ought to try to tighten up this commission, especially now that His Majesty has decided on 489 aircraft." So, at that point, Rudning and Sylvester again renegotiated that agreement, and it went to amendment s , and we established a 1 percent commission on an FMS sale. OK. That was late 1972. In early 1973, the Government of Iran, in talking to us, had become concerned about the whole commission matter and said, "Look, we're not going to pay a large commission on this sale, whether it is an FMS contract or direct contract." And these discussions went on, and General Toufanian, in particular, said to me, "I'm willing to pay something that might approximate Air Taxi's costs." And so, we tried to get some records from Air Taxi to back up what they had expended. Now, we did not expect a basic commission on what they had expended, but we thought the allowable commission could be based on what they expended. So, the negotiation went on. We could not establish what they expended. They had a big operation, and this was a piece of it, and there was no way of breaking the costs down: 92 So, Eudning and Sylvester again were trying to negotiate amendment 3, and they were having trouble. They could not reach a settlement, and at some point they asked me to step in, and I stepped in, and we finally came to this $2,950,000 as settlement not only for this particular contract but for all future business that we might receive. Senator S C H M I T T . N O W was there anything in the sequence of events that might have triggered any unspoken or unwritten involvement by Mr. Miller? Mr. A T K I N S . During the sequence of events I kept Mr. Miller informed of the general framework of what we were doing, and the general limits that we were trying to operate within. And actually, I made the decision on the final payment that was made to Air Taxi. Senator S C H M I T T . There was nothing to trigger a more indepth review of Air Taxi's management structure than what had already been done? Mr. A T K I N S . Well, the only thing that happened was, in the final negotiations we decided that we needed a board of directors' resolution authorizing this transaction. And we requested Mr. Zanganeh to come up with a board of directors' resolution authorizing him to make the settlement. At that time they voluntarily, and without a request from us, signed as the 3 100-percent shareholders of the company. And that was the original people that had been listed in the D&B report in 1970. So they gave us a certification, an affidavit, that they were the 100 percent owners of Air Taxi at the time of the payment. Senator S C H M I T T . And so from your perspective, then, there was no reason for you to have found out, much less Mr. Miller, about the allegations, the so-called common knowledge, that General Khatami was part of the Air Taxi structure? Mr. A T K I N S . That's correct, sir. Senator S C H M I T T . Can you explain why the $ 2 . 9 5 million is referred to in your records as a commission, when apparently you and Mr. Miller and everybody felt it was more than a commission ? Mr. A T K I N S . Well, the moneys we pay to representatives are normally called commissions, and I assume that is why it was referred to as such. But I assume it was a settlement for past and future services. Senator S C H M I T T . Well, Mr. Chairman, I again detect that, at least insofar as the witnesses we've had today on this one window into the issue, either have no reason to inform Mr. Miller, or for various reasons, did not, about the possible involvement of General Khatami or other Iranian officials in Air Taxi. So, again, I think we need to move on and examine the other window that we still have opened. And I think I would also like to add, even though the red light is on, that once again I personally, at any rate—and I don't think the committee is trying to investigate Bell or Textron; we're trying to understand the suitability of Mr. Miller to be chairman of the Federal Reserve Board. 93 The CHAIRMAN. Well, of course I agree with that. And I think the Senator from New Mexico deserves a lot of credit for keeping— hammering away at that. And, he should, because I think there is a tendency to get too far afield. But nevertheless, I think you understand, Mr. Atkins, that we have to get into this because—we have to understand thoroughly, it seems to me, this $2.9 million payment. We have to understand the relationship to Air Taxi; the knowledge of Air Taxi; in order to also understand that the chief executive officer of Bell, Textron, the man who is responsible for the aerospace division, knew, or should have known, in general, to judge his conduct. Now let me ask you this You said that you testified just now that you and Mr. Sylvester and Mr. Rudning worked as a team to make this sale? M r . ATKINS. Y e s , sir. The CHAIRMAN. NOW a document recently supplied—and I stress recently ; it was only a day or 2 ago—by Textron indicates that General Khatami was one of four people in Iran who had influence over the sales of helicopters to the government. Do you agree with that conclusion? That was a memo by a Textron officer relative to a conversation with Mr. Sylvester. That was Mr. Sylvester's conclusion as reported by a Textron official. Mr. A T K I N S . I agree that General Khatami was a very influential man in the country, and a very good aviation expert; yes. The CHAIRMAN. Why wasn't that document supplied to the committee prior to Mr. Sylvester testifying under oath? Incidentally, that document completely contradicts Mr. Sylvester's testimony. Mr. A T K I N S . I have not seen the document. Is that a Bell document, sir? The CHAIRMAN. It is a Textron document, I understand, supplied by Textron Interoffice Correspondence, dated April 30th, 1975: Dobson-Burkdall notes, submitted by BJS, reporting a conversation they had with Mr. Sylvester, who was your official at Bell. Mr. A T K I N S . Yes; but I don't know what the document says. I have not seen it, sir. The CHAIRMAN. Well, we will give a copy of the document to you, and I will read it. Developments in Iran, Frank Sylvester, vice-president of International Marketing, for Bell Helicopters is extremely knowledgeable. Sylvester advises that there are only four or five people in all of Iran who are influential in getting defense contracts. Mahavi is ATI agent in Iran; very influential with Khatami, who is married to the Shah's sister. And then on the next page: Zanganeh is arranging— It's hard to read this because it is in handwriting and not printed— Is managing director of Air Taxi, Bell's agent in Iran. And is the man that Sylvester suggests using as a contact in order to get Khatami's ear and try to turn him around on buying ATI. Senator RIEGIJE. Mr. Chairman, could I just inquire—I heard you read that, and I've looked at that before. What is the inference that you're drawing from that document? 94 The C H A I R M A N . Well, I'm asking how influential General Khatami really was, in their judgment, in view of the fact that this was a conversation with Mr. Sylvester. He was an official of Bell Helicopter. This is Mr. Sylvester that is being quoted. And how close Zanganeh was to Khatami. My questions were: One, do you agree with Mr. Sylvester's concerning General Khatami's role in Iran? And you say you did, actually. Mr. A T K I N S . Well, the systems they're talking about are for the air force, so I'm sure General Khatami would have the final say on whether that equipment was procured for the air force or not. I really had not seen this document, but I think Mr. Sylvester is expressing an opinion that the place to go to sell this program would be to the top of the air force. The C H A I R M A N . And also through Mr. Zanganeh? Let me proceed to something else, and I may come back to that. This was foreign military sales; is that correct? Mr. A T K I N S . The 4 8 9 ships? T h e CHAIRMAN. Y e s , sir. M r . ATKINS. Y e s , sir. The C H A I R M A N . Applicable regulations provide for a possible dealer commission be allowed as a cost to be included in the contract price; is that correct ? Mr. A T K I N S . That's correct. The C H A I R M A N . In Iran, must also be approved by the Iranian government, as I understand it. Mr. A T K I N S . Not at that time. The C H A I R M A N . N O W , was the $ 2 . 9 million payment to Air Taxi as a cost in this contract ? Mr. A T K I N S . There was not $1 of that cost that was charged to that contract. The C H A I R M A N . That's right, so you could not put it through the contract; you had to take it out of your own profits? Mr. A T K I N S . That's correct, sir. The C H A I R M A N . N O W , as I understand it, at this point the Army knocked down to $1,000 their judgment as to what the commission should be; $1,000 per helicopter, per ship; $489,000. Now you're shaking your head. Why ? Mr. A T K I N S . Because, sir, that $1,000 was my $1,000. I caused that to be put in at $1,000. I testified to that, I think, to the staff. The C H A I R M A N . What did you claim originally in the first contract? Mr. A T K I N S . I think there were several proposals before we got to a final one. The C H A I R M A N . The first one. Mr. A T K I N S . I think it might have been 1 percent; I~don't remember exactly. The C H A I R M A N . What would that be in dollar terms? Mr. A T K I N S . It would probably be $ 4 . 5 million. The C H A I R M A N . N O W were there negotiations between Bell and the Army about that $4 million figure ? ATR A T K I N S . I don't know whether there were or not sir. Mr. Eudning was handling that. But I think that we had submitted a 95 proposal. We put that commission in there because that was covered by amendment 2. At the same time we told the Army that we were negotiating amendment 3. And so, at the same time, General Toufanian had come back and said he wanted to recognize only reasonable cost. And as a result of that, the $1,000 a ship was the figure that I put in, and then wrote—Toufanian came through with a message to DOD saying he would not pay any amounts on FMS contracts. DOD talked to me about it, and I withdrew the $1,000 per ship. The C H A I R M A N . S O do I understand you right? Are you saying the $489,000 is a reasonable amount? Mr. A T K I N S . That is just a judgment figure that I used for something that might be cost. Now, people have different figures. I think Rudning feels the figure was $1 million or $1.2 million, or something like that. But it is just a figure that I put in of what might be their cost. The C H A I R M A N . Was it the Army's judgment that this would be reasonable ? Mr. A T K I N S . I don't think the Army made a judgment sir. The C H A I R M A N . Well, the $ 2 . 9 million then was paid outside of the applicable regulations on FMS contracts; is that right? Mr. A T K I N S . Yes; it was a payment by Bell to its representative out of its profits. The C H A I R M A N . N O W why did you pay an amount that was in excess of a reasonable amount? - - M R . A T K I N S . Well, in any kind of a commission sale, the cost of obtaining the sale has nothing to do w7ith the compensation that is paid to the representative. The C H A I R M A N . Well, you started off, Mr. Atkins, by telling us that 85 percent of the sales made by Bell officials Mr. A T K I N S . By Bell products. The C H A I R M A N . The other 1 5 percent was what? Mr. A T K I N S . Well, the sale was—to me, that was a big sales program. And it takes that to win any program. But if you have a winning product, your sales possibilities are certainly heightened by that winning product. The C H A I R M A N . I understand. You did say that 8 5 percent would be because of product. Who did the selling? Mr. A T K I N S . I would say that the selling started out to be done by Air Taxi. I would say that in 1970, late 1971, early 1972, we took over the sales program. They were supporting us, and we were leading the sales program. The C H A I R M A N . N O W the contract that you had, signed by Mr. Zanganeh, says in part: The representative shall not be entitled to receive any termination payment or compensation of any nature because of termination of the agreement M r . ATKINS. Y e s , sir. The C H A I R M A N . And yet you paid $ 2 . 9 million. Mr. A T K I N S . That was not for termination of the agreement. That was for services performed in a big contract that was in the process of being signed. The C H A I R M A N . And what were those services? 96 Mr. A T K I N S . The services? I went through those before. Basically, they represented us in the early days of the program. They introduced us to the right people. They helped us with the Farsi language ; they helped us with the culture of the country; they helped us with our logistics problems in doing the demonstration. They were of considerable service to us. The C H A I R M A N . But all those services you just told us were worth, in your judgment, about $489,000 in costs? Mr. A T K I N S . I am saying that is what they might have expended. That is purely a guess on my part. The C H A I R M A N . S O what you told us—you told us earlier, at least at one point, that you felt that if you went to court, you might have been obligated to pay more than that. M r . ATKINS. O h , yes, sir. The C H A I R M A N . Y O U went to court on a $28 million sale, however, not long before that, and were able to settle for $90,000. Is that correct? Mr. A T K I N S . That, sir, was a different situation. First of all, that is Turkey you are talking about, and it was a giveaway program by the United States government, and the dealer, under the terms of our agreement, was not entitled to any commission. And we had to, because it was a giveaway program. And we had to— we were being sued in New York courts on that termination, and finally our lawyer settled for $90,000. The C H A I R M A N . Think of the very powerful position you would be in court on this one, because the Shah had indicated he did not want any commissions to be paid. Toufanian indicated he did not want payments—commissions tQ be paid. Mr. A T K I N S . They didn't want commissions to be charged to their contracts. There is a difference. The C H A I R M A N . But if they sued, wouldn't they have to show their costs? Mr. A T K I N S . Well, sir The C H A I R M A N . And you contend they would get a settlement of six times their costs? Mr. A T K I N S . Take a real estate situation. You buy a $50,000 house, and an agent maybe earns 6 percent. The next house sells for $500,000. And he probably still gets 6 percent. Right? The C H A I R M A N . Well, Mr. Atkins, if you want to stop and talk about the real estate business, of course, that is something else. Mr. A T K I N S . Well, let's talk about aircraft commissions, then. Each Cessna and Piper pay 25 percent on aircraft. The C H A I R M A N . Yes; I've read that in the testimony, and I understand that well. But you testified to us, that in the first 5 helicopters, you sold 5 helicopters—5 percent, 10 percent; it might be perfectly reasonable. But when you sell 489 helicopters, when you sell them under the circumstances, that it seems to me that that is a very happy commission indeed, particularly when, as you point out, the costs are probably less than half a million dollars. 97 Mr. A T K I N S . Well, sir, on a normal sale of those 5 helicopters, the representative would receive probably 6 percent. Now, here he receives six-tenths of 1 percent. Senator R I E G L E . Would the Chairman yield at that point? The C H A I R M A N . My time is up. Would Senator Schmitt permit me to yield time without taking it out of his time? Senator S C H M I T T . I'm very generous. Senator R I E G L E . I thank the Senator. He normally is very generous. On this letter or memo from Sylvester that you were trying to read from earlier—and I agree that it is hard to read from—but I noticed here on one of the points it says, "Sylvester advises that agent's commission typically runs 5 dash to 7y2 percent of the contract price." I assume that sort of fits the range of what you say is the standard sort of 6-percent figure. Now, I can understand, it is not hard for me to understand, wThen you are using your own money to pay the commission, that you would have liked to pay the smallest possible commission that you can get away with. And I'm not surprised that you went in with a very lean, sort of tight-fisted sort of suggestion of $1,000 a helicopter. But it's also not surprising to me that in terms of the length of time that it involved here; in terms of the buildup and the development of this sales environment; and finally, cashing in on this big order, and negotiating a commission, which is in a sense to relieve you of the obligation of the court suit, when you might in fact end up paying more, when you come away paying six-tenths of 1 percent; I don't think that is an excessive amount in light of these facts. It is a matter of judgment. But it just seems to me that if it were a figure of $20 million or $40 million or something that clearly stuck out like a sore thumb, I think that would be one thing that, on the face of it, would make it fishy. But it seems to me that the amount here is within the bounds of reason, in terms of the case-facts that we have in front of us. Now, that is just my own judgment, and I thank the Senator for yielding. Mr. A T K I N S . Y O U know, Senator, if you have read the various stories that have appeared in the press over the last 2 or 3 years about commissions and the amounts that have been paid, this commission would be much, much lower than anyone of those you've seen in the press. The C H A I R M A N . Senator Schmitt. Senator S C H M I T T . Mr. Atkins, did you ever have an opinion expr^sed bv Mr. Miller about this figure of $2.95 million? Mr. M I N S . Yes. We talked about it considerably. In fact, as wre went through amendments 1, 2, and 3, we talked about it. I pretty much set myself a target somewhere in the $3 million area, and he recognized I was aiming in that area. 98 The representative, on the other hand, I think was looking for something like $5 million. And we settled at this $2.95 million, after a very, very hard negotiation. Senator S C H M I T T . And the representative might have expected even more than $5 million, might they, based on previous amendments, such as the 2.5 percent ? Mr. A T K I N S . In addition to that, Senator, since that time we've received at least an additional $1 billion in business that brought the commission down two-tenths of 1 percent. Senator S C H M I T T . Why do you think Air Taxi agreed to $2.95 million? Mr. A T K I N S . I think they agreed to it because they understood we were going to pay it out of our profit. I think that is the main reason. And, of course, we are pretty good negotiators, and we were concerned about the fact that we were paying it out of our own pocket. And I think they took that into consideration in making their decision. Senator S C H M I T T . What do you think, if they had wanted to insist on the 2.5 percent, what would have been your comeback position ? Mr. A T K I N S . I think if they were going to insist on the 2.5 percent we might as well have taken them to court. Senator S C H M I T T . And what would have been the basis for your argument? What would you have done in court? Mr. A T K I N S . Well, by the time we got to this, we were down to 1 percent, because amendment 2 was 1 percent, and between the 1 percent and the $2.95 million, there must have been a way to compromise that, probably. Senator S C H M I T T . D O you think you could have won that case in court ? Mr. A T K I N S . I don't know, sir, I really don't. Senator S C H M I T T . Wouldn't it have been tough to get out of that amendment, No. 2 ? Mr. A T K I N S . It would be, and especially when 1 percent is not a very large commission. If you will check on any of the big aviation programs, you'll find that they have ranged anywheres from eS to 7y? to 10 percent. So it was a pretty negligible commission, considering the size of the sale. Senator S C H M I T T . Mr. Atkins, were you aware of Mr. Miller's request for the general counsel—and I apologize, every time I start to use your name, sir—I'm not sure, but were you aware of the request for another look at that $2.95 million payment, to see if there might not have been some problem with the ownership of Air Taxi? Mr. A T K I N S . Well, I don't believe the thought was, there was anything wrong with the ownership of Air Taxi. I believe that Touch Ground was about to do a registration statement, or something of that type, and Mr. Soutter considered the fact that he should have some kind of review of the Iranian commission. And he came down to the plant with Mr. Ames, and he conducted his review, and in the course of that, I talked with him, and several of the people involved in the sale talked with him. 99 Senator S C H M I T T . And at that time, because you had no knowledge, and the people with whom you talked had no knowledge of this alleged association, by General Khatami with Air Taxi, that was never brought up as a subject; is that correct? Mr. A T K I N S . That is correct. To the best of my knowledge, it was not brought up. Now, I was not with him all the time he was in Fort Worth. But as far as I know, it was not brought up. Senator S C H M I T T . And in your dealings in Iran—and you've been over there how many times ? Mr. A T K I N S . Twenty-five; twice by the time we made the first sale but I've been there 25 times since. Senator S C H M I T T . And prior to that discussion on the relook at the 2.95, you have been there many times? M r . ATKINS. O h , yes, sir. Senator S C H M I T T . And you've never heard any of these things that the staff has come up with that tend to indicate, at any rate, that Khatami's association with Air Taxi was common knowledge? Mr. A T K I N S . That's right. And I looked through some of those names that I heard. Most of them I don't know. Senator S C H M I T T . Some of them imply ownership; some of them just imply association or control or something like that. Mr. A T K I N S . They sounded like rumors that were going around in the community. Senator S C H M I T T . But would it be your impression that a man of Khatami's position in the Iranian government even without a financial interest, might exercise some influence over Air Taxi? Mr. A T K I N S . I would not think so. At one point way back he, of course, was also in charge of civilian air matters. But I guess for most of the years I've been going over there, he's only held the one job of commanding general of the Air Force. Senator S C H M I T T . Mr. Chairman, I have no further questions. I would yield to my colleague from Massachusetts, if he wishes. Senator B R O O K E . Just one or two questions. So far Mr. Atkins, all we have is a statement by Mr. Bell that he told Mr. Jose, and that they subsequently went to Mr. Ducayet. M r . ATKINS. Y e s , sir. Senator B R O O K E . And Mr. Ducayet does not recall that, and now you say that you had no knowledge of that. Mr. A T K I N S . That's correct. Senator B R O O K E . And Mr. Miller at no time discussed Air Taxi or General Khatami's ownership of it with you. M r . ATKINS. NO, sir. Senator B R O O K E . T O your knowledge, no one—you never discussed it with anyone in your organization; is that correct? Mr. A T K I N S . Did Mr. Miller discuss it with anyone in the organization ? Senator B R O O K E . That's correct. Mr. A T K I N S . T O my knowledge, that's correct. Senator B R O O K E . T O the best of your recollection Mr. Miller had no knowledge that General Khatami was the owner of Air Taxi. 100 Mr. A T K I N S . That's correct, sir, Senator B R O O K E . And when you were in Iran and met with General Khatami nothing at all was discussed about the ownership of Air Taxi? Mr. A T K I N S . That's correct, sir. Senator B R O O K E . And all you've ever heard, to your knowledge, are rumors, as you have so classified them? Mr. A T K I N S . Well, I've never heard any of those rumors directly. I've read some of them in some of these reports, but I've never heard them directly. Senator B R O O K E . Prior to reading them in these reports, with Mr. Miller being nominated for the Federal Reserve, did you hear any rumors to that effect? M r . ATKINS. NO, sir. Senator B R O O K E . Did you ever have any conversations with Mr. Ducayet relative to the ownership of Air Taxi? Mr. A T K I N S . NO, sir. Well, Mr. Ducayet was with us through the year 1972, and basically I was handling the running program, and I kept him updated on the program as it progressed, and he recognized what we were doing on amendments 1 and 2 and so forth. Senator B R O O K E . Why did your general counsel conduct an investigation ? Mr. A T K I N S . I believe because he was going into a registration statement. Senator B R O O K E . There is no direction of any official of Textron or Bell Helicopter to your knowledge? Mr. A T K I N S . Sir, you will have to ask Mr. Soutter about that. Senator B R O O K E , it certainly was not at your direction. Mr. A T K I N S . That is correct. Senator B R O O K E . Did you receive any report from Mr. Soutter? M r . ATKINS. NO, sir, I d i d not. Senator B R O O K E . Did you ever see a report from Mr. Soutter? Mr. A T K I N S . I have recently. Senator B R O O K E . Prior to the nomination? Mr. A T K I N S . NO, sir, I never saw the report prior to the nomination. Senator B R O O K E . D O you have any knowledge as to why Textron did not cooperate with the SEC in the voluntary disclosure? Mr. A T K I N S . I think, sir, the main reason that we did not volunteer was that we all thought we have a marketing organization around the world; we have 40 of these representatives; and we think we have made payments only properly, and as far as we know none of this money has been used for unlawful purposes. So, therefore, there did not appear to be any reason to report it. Senator B R O O K E . There was nothing questionable? Mr. A T K I N S . That's right, sir. Senator B R O O K E . And therefore, you felt that since there was nothing ouestionable, there was no necessity for you to cooperate the SEC in voluntary disclosure? Mr. A T K T N S . That's right, sir. Senator B R O O K E . D O you remember William French? 101 Mr. A T K I N S . I've never met Mr. French. Senator B R O O K E . D O you know that he did represent Bell Helicopter in Iran during the 1960's ? Mr. A T K I N S . I did not know it until this investigation had started. In fact, I was not questioned about it at Fort Worth, and later, when I heard about International Consultants, I did not even know that Mr. French would be the man. So, I have no knowledge of Mr. French. Senator B R O O K E . Y O U did not know that Mr. Bell represented Mr. French until this investigation? And you're.talking about the committee's investigation? Mr. A T K I N S . Correct. Senator B R O O K E . D O you know anything about authorizing travel bv Bell officials to Iran in 1967 to investigate the alleged ownership of General Khatami's interest in Air Taxi ? M r . ATKINS. I n 1970? Senator B R O O K E . 1 9 6 7 . Mr. A T K I N S . I probably knew that a team had gone out to Iran. I can't say that I knew that they were investigating General Khatami. Senator B R O O K E . Did you know the purpose for this trip to Iran? Mr. A T K I N S . Yes; I would say that they were looking at the representative situation and attempting to decide what to do. Senator B R O O K E . Well we have evidence that they went to Iran for the purpose of investigating the alleged ownership of General Khatami in Air Taxi. Mr. A T K I N S . Yes, sir, that is what Mr. Jose said. Senator B R O O K E . Well, if you knew that, isn't that contradictory to what you just said, that you never heard of any ownership of General Khatami until the committee investigation into it? Mr. A T K I N S . NO, sir, I don't think that was disclosed to me that they were going out there to investigate that General Khatami was a part-owner of Air Taxi. Senator B R O O K E . Y O U just suggested that to the committee just a minute ago. You just said that you did know. I'm not quite clear. I'm not trying to confuse you; I just want to get the facts. Mr. A T K I N S . Well, I did not recognize that that question was up in the air. Senator B R O O K E . Well, what did you think they went for? Mr. A T K I N S . Well, they were going out to look at a new representative. I think I probably had heard that Mr. French was persona non grata and that seemed to be a perfectly reasonable thing to do. But I don't think they ever came to me and said, "We are looking at General Khatami and his connection with Air Taxi." Senator B R O O K E . Did you know that General Khatami was the subject of their inquiry ? Mr. A T K I N S . I would say, Senator Brooke, that in 1967 I did not even recognize that General Khatami was chief of the Iranian Air Force. Senator B R O O K E . Well, that might be true, but that is not really responsive to my question, whether he was or whether he was not. 102 The question I asked is whether you knew that the team went there to investigate the alleged ownership of Air Taxi by General Khatami? Mr. A T K I N S . NO, sir, I did not know that. Senator B R O O K E . D O you recall the reason why Mr. French's agency agreement was terminated by Bell Helicopter? Mr. A T K I N S . Actually, as I say, I think I knew that we had an agent that was persona non grata in Iran, and I think that is about what I knew about it, and I would expect that if that were the situation that he would be terminated. But, again, Senator, the big thing here is that so small amount of our business was Iran or Asian that the management of the company did not put a lot of emphasis on that business at that timeframe. I testified before I think we sold 15 transports in all of Asia in 4 years. So, that was not a burning fire with us. We were fighting the battle of trying to get 2,000 ships for the U.S. Army, and I was in the middle of the production operations, and I really was not worried about some representative in Iran at that point. Senator S C H M I T T . If the Senator would yield—they were also trying to get NASA to buy a lunar flying machine. M r . ATKINS. A n d we did, too. Senator S C H M I T T . Well, you got them to consider—I mean the backpack machine. Mr. A T K I N S . That was the Buffalo plant that was doing that, but we have the X V - 1 5 flying for N A S A right now. Senator B R O O K E . Well, I can understand that the volume of the business was so low that certainly the level of the vice-president or the president of the company and certainly the president of the parent company may not have any information. Actually, though, at one time there was the question of this fee or commission being in the neighborhood of $6 to $10 million. M r . ATKINS. Y e s , Senator BROOKE. M r . ATKINS. Yes, sir. Before negotiations. sir. Senator B R O O K E . And I would suspect that that might be a sufficiently large sum of money to require the attention of the group vice-president and maybe the president of the company. Mr. A T K I N S . Well, sir, I think I've testified that Mr. Miller and probably Mr. Ames, both—Mr. Miller probably recognized amendment 1 and 2; Mr. Ames and Mr. Miller recognized amendment No. 3. And I did talk to them about it and I did scope it with them, and I did background them in what we were doing. We operate, Senator Brooke, on the basis that we bring to Textron the unusual things, the things that flow in the normal course of business we would not bring to Textron. But, for example, we just had a major meeting on a major research and development program that we want to conduct, and our exposure on this thing is going to be $100 or $150 million. Now, that is the kind of thing that we like to bring to Textron. We would also bring to Textron something like our capital expenditure budget, and we will, say, for the next year we want to 103 spend $10- $20- $30 million, whatever it is, and that would go* before Textron. But basically they gave a great amount of autonomy to the presidents, and the normal selection of a representative or something of that type would not be something that we would bring to them. Senator B R O O K E . Well, I won't pursue the questioning any longer, except to say that it is not always the dollar volume that is involved. There is the matter of the integrity of the company, and as you said when you first addressed the chair, you are personally concerned and your corporation is concerned about the corporate integrity as well as individual integrity. And it seems to me that" if General Khatami's interest in Air Taxi were a matter of corporate integrity, it was also a matter of, as Mr. Ducayet and Mr. Jose both testified, being contrary to a corporate policy against dealing with any sort of kickback arrangement and that it would be a matter that would merit not only the attention of the president of the company but of the board of directors. And if I were sitting on the board, I wTould certainly want to know about the matter that concerned the integrity of the corporation and, potentially, the future life of the corporation. Mr. A T K I N S . Yes, sir, and I think you brought up the very reason that I discussed the whole thing with Mr. Miller and Mr. Ames. The amount of money—I make $20 million decisions every day of the week, but here was something that was a little bit different, and that is why I fully disclosed it to them before we carried it out. The C H A I R M A N . Before I yield to Senator Reigle I would just like to make one quick observation and ask for your reaction to it. I think all of us, Mr. Atkins, are impressed by your obvious competence and intelligebe. You are clearly a very able man. I think Textron and Bell are very fortunate to have you as a top executive, and as soon as I looked at the transcript of your testimony before us, I was very impressed. But I cannot understand, for the life of me, how a man who is as alert and intelligent and aware as you are could go to Iran 25 times and not hear about Khatami's ownership, in view of all of the documentation we have. I've got an affidavit here from Harold L. Price, stating that, "General Khatami informed me in late 1969, early 1970, that he had an interest in Air Taxi." The political and military affairs officer in Teheran, Mr. Rouse, said he knew it in 1968 and 1972; and furthermore, it was widely assumed among Iranians and U.S. businessmen with defense industries that Khatami did have an ownership in Air Taxi. The deputy chief of mission in Iran said he knew it in 1969. The counselor of economic affairs knew it and said it was fairly common knowledge in the U.S. and Iranian aviation circles. The commercial attache, Mr. Wesley, said it was an accepted fact bv those in the aerospace business and those doing business with Air Taxi. And Ambassador Andrew Trabor said he knew about it. Former General Hamilton A. Twitchell, chief of the military adviser group in Iran, knew about it. 104 It seems to be such common knowledge among these groups, and they specified that in your business it was well known that General Khatami was an ownership of Air Taxi. And yet, with your awareness, your sensitivity, your concern about this sale, and the fact that you were dealing with Air Taxi, you did not know it. How do you explain that? Mr. A T K I N S . Well, Senator, I think this. By the end of 1 9 7 2 , I had been in the country twice. That is when the sale was concluded. The C H A I R M A N . Well, you said you did not know it until 2 weeks ago. M r . ATKINS. Y e s , sir. B u t let m e g o on. About that time, to me, there was a decided change in the morale of the way business was being done in Iran. Now, these rumors might have been going around in these circles, and I could not keep track of all the names you were talking about, but the only one I knew on that list was Mr. Miklos, and I know he did not bring it up to me. General Twitchell knew we were selling the program, and he knew that Air Taxi was involved as our representative, I'm sure, and I don't think that he ever—I don't think I ever met General Twitchell, but some of our people did. So, what was common, perhaps, inside the embassy in Teheran *was not necessarily common to somebody like myself who came to the country on a spot occasion. The C H A I R M A N . Well, they're saying it was common among aviation interests and aerospace people. Mr. A T K I N S . Well, I don't know what they mean there. The C H A I R M A N . H O W about General Jablonsky? Do you know liim? Mr. A T K I N S . I think I met him once in Fort Worth. The C H A I R M A N . Does he have a reputation for integrity and honesty ? Mr. A T K I N S . He certainly has. The C H A I R M A N . He said, " I heard General Khatami was chairman of the board of directors of Air Taxi." He went on to say that, "I first heard that General Khatami was chairman of Air Taxi in approximately 1 9 6 6 , " " and so on. How about General Price ? Do you know him ? Mr. A T K I N S . I don't know General Price. Senator S C H M I T T . I can, in a way, sympathize, although I am far from finished with questioning of future witnesses, but I can sympathize with Mr. Atkins, that you might not have found out, and I doubt if you had quite the staff investigation looking for this that we have had. It is conceivable that on 2 visits and maybe even on 25 visits that this subject would not come up. I, at least can conceive of that happening. Mr. A T K I N S . And you know, it is 6 years in hindsight, too, Senator, and that makes a big difference. T he C H A I R M A N . Senator Eiegle. < Senator E I E G L E . Thank you, Mr. Chairman. 105 Then, in 1973—you were in 1972 and I gather you may have made orientation trips to Iran before, but then in 1973 you got this Dun & Bradstreet—somebody in the company did. Mr. A T K I N S . That was in 1 9 7 0 . . Senator R I E G L E . In 1 9 7 0 the company got what they felt was an authoritative crosscheck on who owned Air Taxi, so it is not as though you did not have hard evidence to the contrary of the suppositions that have been put here about General Khatami's involvement. So, in other words, you went in, presumably on the strength of independent expertise that you would normally turn to on ownership so you would have in hand something that would be exactly contrary to what now—sort of the rumor mill and the people that w7e've located say that they thought or they had heard or they were generally in the belief of the situation at that particular time. But what you've testified to—and I listened very carefully to the way you responded and you have not been equivocal—in other words, I have not heard you hedging in terms of saying that you are clear in your own mind that this issue never arose to you from anybody within your company or from anybody outside your company. Mr. A T K I N S . That's correct, sir. Senator R I E G L E . Well, I think thait is significant, and it also seems interesting to me that as a company you are still not sure today, you are still expressing doubts as to what exactly may have been the role of General Khatami in this whole scheme of things. And he is not alive anymore. So, I assume that, despite the thoroughness of the investigations, we have not been able to get a hold of his estate in terms of what happened to the disposition of his assets upon his death or what they may have been. But, insofar as I know, we do not have an ironclad case that can resolve for you the question that still remains in your own mind as to exactly what his role may or may not have been with respect to an ownership interest, a cancelled check, an endorsed, that was cash to go, notwithstanding. Now, it's also significant to me that you were willing to go to court and considered going to court to beat down the Iranians on this commission. Mr. A T K I N S . That's right. Senator R I E G L E . And I can understand why. I mean, the logic of that makes sense to me. It was coming out of your own profits. You were prepared to drive a tough bargain and you drove as tough a bargain as you could, and you had contemplated and were prepared to go to court if you could not exact the figure that you felt wras less than—that was a better break for you than what you thought a court would give you. Now, it seems to me that if we were to take the reverse supposition that somehow everybody in Textron was wired into the fact that Khatami was part of the deal and we can draw all of the negative and sort of scheming inferences that that requires, it seems to me that you would have been very disinclined to think about going to court, that you would have been much more in- 106 clined to pay whatever you had to pay to keep from going to court, that your whole impulse would have been to steer clear of that no matter what and that would not have put you in a strong position to drive a tough bargain. And, as a matter of fact, you drove, I think, a remarkably tough bargain. And I think that if anybody were to try to decide whether the people who negotiated finally the commission for Air Taxi would be entitled to a "Golden Fleece Award," that they would not qualify because the percentage commission just does not qualify, according to the "Golden Fleece Award" standards that I normally see used, to make this a large enough figure percentagewise or in absolute dollars to have it look like, in effect, that it was an extortion or a payoff or an under-the-table deal. And the picture that emerges to me is that you are being very hardnosed about it. You were prepared to go to court, to go to the mat on this thing, to beat down this commission to the lowest possible level, and I think the figure that you finally arrived at was pretty much a bargain for your company when all was said and done, considering, as you said, not just the magnitude of the first sale—500 units is a big sale, especially in a market where you had sold 15 transport planes over a 4-year period in an entire sector of the globe. So, this was a major breakthrough for you, and I think it is also significant that, as a followon, you have done an additional billion dollars worth of business. So, this has been a very substantial piece of work on your part. All I'm saying is if somebody wants to build a case on circumstantial evidence, it seems to me that one could argue that if you're going to construct such a case that your behavior along the line would have been radically different than it was. In other words, that it is not enough to simply draw an assertion here that, because this man may or may not have been involved in the picture, that the company knew about it and behaved improperly. It seems to me there would of had to have been a consistent behavior by the company that would reflect the fact that you knew you were in that kind of an arrangement; that you were very sensitive about it; that you would go to great lengths to keep it hidden, and so forth; when in fact your behavior pattern, from day one, has been totally the reverse of that—totally the reverse of that. And I would hope, as we have got other situations, frankly, with other nominees—after the fact that this Administration has gotten into some difficulty—whose circumstances were profoundly different, where the behavior patterns I think warranted a supposition that somebody did not behave properly—but I don't find that here; and others may—and I would certain respect the right of people here to reach their own judgments. But in any event, in terms of a very careful tracking through of the facts, I have not been able to establish the fact that the behavior patterns show the presumptions of deceipt, of lying, of doubledealing, and everything that presumably would have to work its way, level through level of the company, and finally up to Mr. 107 Miller, who one would have to believe would be coming in before this committee and putting his entire career, and professional and private reputation on the line, and basically just out-and-out not telling the truth—I mean, there not only isn't any evidence to support that—and I'm talking about Mr. Miller's honesty and integrity—there isn't any evidence to support that; not a shred, that I can see. And I would be happy to be challenged on that point, but I don't think the case of the pattern of circumstantial behavior or actual practical factual behavior, coming forward through this whole train of events, can begin to support the assertion that somehow there is a giant fraud being put forward here to try to induce people to believe that he in fact knew what was going on, and in any way, shape, or form condoned it. I just think the exact reverse supposition is the deserved one. And I think the committee record now bears that out. Mr. A T K I N S . Thank you, sir. The C H A I R M A N . Unless there are further questions, I want to thank you very much, Mr. Atkins. On behalf of all the Senators here, I want to say that you are an excellent witness, and certainly are an able man. We appreciate what you have said, and we also appreciate—we are all sensitive to the very trying effect this must have on you and the people at Bell and at Textron. It is very tough, and it is too bad that this has to happen. But you can understand our responsibility, and the fact that we have to pursue this, and we intend to do so. Mr. A T K I N S . Senator Proxmire, there's one thought I had. It is: Why can't investigations of this type be carried on, and the facts not disclosed, until they are all in, so we don't have a lot of suppositions out in the press that turn out to be untrue? The C H A I R M A N . Well, I will tell you why. If you had been in the Senate as long as I have—over 20 years—you would find that, boy, if you talk about suppositions when you are open—we had a meeting here with 15 members, with all of their staff, and so forth. Some of these rumors would get out, and they would not be all of the facts that are stated by the witnesses. They might be much worse. I reallv think it is better to have an open session, in these circumstances. If we tried to conceal this, there would be leaks here and there, and I think you would have been far more poorly served than by an open one. Mr. A T K I N S . We thank you for your time, and we thank your staff for the way in which they have conducted their investigation. Senator RIEGLE. Mr. Chairman, might I make one other observation before these witnesses go? And I agree with you, by the way, that I think that if there is a question it has to be pursued. I don't think there is any doubt about the fact that if there is a question, it has got to be dealt with in open session, and not in closed session. So we are together on that. But I just want to highlight a summary of the committee affidavit of responses. We went around—the investigative staff went around asking people about if they had even heard, in the hearsay category, about Khatami's interest in Air Taxi. 108 And it is interesting* to note, for example, in the State Department, of the people queried and we thought had reason to know, or have heard that rumor, sdx said that they had heard this; seven claimed that they had no knowledge whatsoever; and seven had no reply. Of military officers, there were two who said that they had heard this The C H A I R M A N . That is now three. Senator EIEGLE. That is an adjustment to the chart that is printed here. There were four who had no knowledge; there were nine who had no reply. Under AVSCOM, there were zero that had knowledge of this supposition; there were 10 who did not; three with no reply. And Textron, again, zero who had knowledge; there were 10 who did not; and five who made no reply. I simply want to put that in the record, because if the inference were left that, somehow, there was this "unanimous body of informed hearsay," where people were basically all of the same mind, that that would not be an accurate description of what the committee record shows. The C H A I R M A N . If the Senator would just yield on that, I just can't resist pointing out that: obviously there are millions of Americans who did not know this. All 15 members of this committee, presumably all 100 members of the U.S. Senate included. So the fact that the people in the State Department did not know it—-but what we're trying to point out is that the people that were in a position to know, we were told over and over again that this was "reasonably common knowledge" among the people in the aerospace industry in Iran. Senator EIEGLE. But if the chairman would yield, I mean I don't want the chairman discrediting the list of witnesses that the committee selected to talk to. In other words, I assumed the people who were included in here were asked because they were logical people to ask. We just didn't go out and grab people off the street. In other words, these were people who presumably the questioning would make sense to to put to them, as to whether or not they had knowledge. I mean, I have enough confidence in the staff to know that they would not have included anybody in this question to which the question was not relevant. And so, in fact—I mean, if not, then this whole chart doesn't mean anything. But I'm sure that that was their intent. And I'm simply saying—Just to conclude, I'm simply saying that there is not a pattern that shows that everyone who might have heard this, when asked indicates that in fact they had. As a matter of fact, less than half the people queried of those who rn'+Vr had knowledge or said they had heard of knowledge, or didn't, falls on that side of the argument. But then, if one adds in the people who made no reply—I mean it is a very small number. 109 I'm simply saying that you do not have a uniform universe of people who were all traveling under this assumption, and yet the committee's document holds water. And I have to assume it does. Senator B R O O K E . Mr. Chairman, I just want to say: Earlier, I was appalled. Now I am alarmed. We are not dealing with "rumors". We have not dealt with rumors. I have paid no attention at all to what allegations there are against Textron which the SEC might go into. That is not a subject matter for this committee. We know, as a matter of record, that at some time General Khatami was an owner of Air Taxi. Our question only is: whether Mr. Atkins or others knew it and transmitted it to Mr. Miller. If Mr. Miller knew7 about it, he therefore did not tell the truth to this committee when he appeared before us. So it is not a question of rumor. We're not dealing in rumors; we have facts that we're dealing in, and that's all we're dealing with. We're dealing with facts. Now, I would agree that, so far as your testimony is concerned, Mr. Atkins, you have denied that you had that knowledge and transmitted it to Mr. Miller. Jose has said the same thing. Mr. Ducayet has said the same thing. Mr. Bell has testified differently, and I think he was a very honest, forthright witness, and didn't have any ulterior motives, and I believe that he told the truth. And Mr. Jose,, who also testified before us, said, "yes, that Mr. Bell had told him"; and that is where it appears to stop. But it was our job to find out where it stops, and that is all we're doing. So we're not dealing in rumors. We're not trying to, in any way, embarrass Textron, or Mr. Miller, or anybody else. But we have got to find the facts—and that is all we have been looking for. Senator R I E G L E . Senator Brooke, would you yield at that point, briefly? Because I don't think it is quite that simple, frankly. I think there has been some damage done—and I am not suggesting that it was done intentionally—but I think people in this process have had their reputations put substantially in question. Perhaps that was necessary Senator B R O O K E . Whose reputation? Senator R I E G L E . I think the people from Textron; I think Mr. Miller's. I think the whole purpose of the hearing is a test of Mr. Miller's reputation. Senator B R O O K E . It is a test of his credibility, not his reputation. Senator R I E G L E . I don't think you can separate the two. Senator B R O O K E . I think very clearly you can separate his reputation from his credibility. His reputation has not been anything but the finest. His testimony before us was nothing but the finest. He was an excellent witness. I think we all commended him on that. It was not until we found out that there was some information of General Khatami's ownership of Air Taxi, which we had to look into, that we even questioned whether he knew about it. And he will come back before us tomorrow. But no one is attacking Mr. Miller's reputation at all. 25-067—78 S 110 There is a question raised as to what he knew. And we have no evidence, from any source, as yet that I've heard, that Mr. Miller knew anything about it, or in any way acted on any advice given to him by any executive within his own company relative to General Khatami's relationship with Air Taxi. I think it is as simple as that. I think you are making it more difficult than it is. Senator E I E G L E . Well, just one other thought, Mr. Chairman, and that is this: Mr. Atkins is still not sure, in his mind, Senator Brooke, like you are sure in your mind, that General Khatami in fact owned a chunk of Air Taxi up through, presumably, the time that he passed away. Senator B R O O K E . He hasn't seen the records I've seen. Senator E I E G L E . Well, I think the fact that there is that difference, I think that is an important fact. Senator B R O O K E . That's why he's not asking the questions. Senator E I E G L E . I think it's important, then, that whatever documentation, and whatever hard proof leads you to that final judgment that in fact there was that ownership, that would be useful in fact to transfer that to Mr. Atkins. He's had the committee record, and so there must be something in excess to what has been made part of the public print that he has not yet had access to. But I think it would be useful for them—he, and others, to have that. Because I think we very much have put the reputation of the company to a very severe test. Senator B R O O K E . If he saw the records, that should not alter his testimony. He is testifying as to what he knew, of his own knowledge. Senator E I E G L E . I would like him, Senator Brooke, if you have seen evidence that convinces you beyond any doubt whatsoever that Khatami owned part of Air Taxi, and Mr. Atkins who has been here as a very cooperative witness has not seen that and has not yet been able to reach the same conclusions you've reached, I think it would be reasonable to give him whatever it is that you've had access to that led you to that conclusion so that he might come to the same conclusion. Senator B R O O K E . I think that's preposterous. He's not going to make a decision as to whether he's going to vote on the confirmation of Mr. Miller, at all. He's made his testimony. He's told us what he knows. That's all he has to tell us. He doesn't have to look at our documents, or anything of that nature. He said he never saw the documents. Didn't you say that? Mr. ATKINS. Yes, sir. Senator B R O O K E . Y O U had no knowledge of them. You did not see the CIA documents. You did not see the Defense Department documents. You did not know of all of these names that Senator Proxmire read off to you. You had no knowledge of that at all. Isn't that correct ? Now to show you the documents and to say "well, now you have knowledge of it in hindsight," that would be of no value to this committee at all. Ill Isn't that correct, Mr. Atkins? Mr. A T K I N S . Yes, I have not seen the documents. The C H A I R M A N . Mr. Atkins, I want to thank you very much. I ^appreciate your testimony. Our final witness today is Mr. Thomas Soutter, vice president and general counsel of Textron. Mr. Soutter, we are honored to have you. And, Mr. Soutter, do you have any statement you would like to make initially? Mr. SOUTTER. NO, I don't, Senator. The C H A I R M A N . Well, before we begin questioning you, would you give us briefly, maybe in just a minute or two, your association with Textron and Bell and how long you've been there, and your positions of responsibilities and so forth. But first, would you raise your right hand, sir. Do you swear that the testimony you are about to give will be the truth, the whole truth, and nothing but the truth? M r . SOUTTER. I The CHAIRMAN. do, sir. Be seated. Thank you. STATEMENT OF THOMAS SOUTTER, VICE PRESIDENT AND GENERAL COUNSEL, TEXTRON The C H A I R M A N . N O W would you go ahead and enlighten us on your association with Textron, Bell, and with Mr. Miller? Mr. SOUTTER. I have been employed as an employee with Textron since late 1968, and I have been vice president and general counsel of Textron since 1973. The C H A I R M A N . What is your responsibility as general counsel? Mr. SOUTTER. I'm the chief legal officer of the corporation. The C H A I R M A N . All right, sir, in 1 9 7 5 , did Textron conduct an "investigation into whethere had been any improper illegal payments made by Textron's overseas representatives ? Mr. SOUTTER. NO, sir, not a full investigation. I did, in fact, make an investigation of the payment of the $2.9 million to Air Taxi. The C H A I R M A N . Y O U did what, sir? Mr. SOUTTER. I made a specific investigation of the payment of the $2.9 million to Air Taxi. The C H A I R M A N . And how was that investigation initiated? What was the purpose of it? Mr. SOUTTER. The purpose of it was just to confirm in my own mind the bona fides of the transaction which had been described to me as a bona fide, legitimate settlement of a representative's commission obligation. The C H A I R M A N . You say, in your own mind. Did Mr. Miller in: struct you to make the investigation ? Mr. SOUTTER. I think perhaps the initiative came from me. He certainly agreed and concurred that I could go—would be free to go to Bell to make that investigation. The C H A I R M A N . Precisely what was the role that Mr. Miller played " in this investigation ? 112 You say, you thought of making the investigation; you suggested it to Mr. Miller; and he told you to go ahead? Mr. SOUTTER. Well, I think it was my idea. I think I probably discussed it first with the group officer, Mr. Ames. I'm not sure whether I told Mr. Ames and Mr. Miller in advance that I was going, but it would not have been unusual for me to say we were going down, and this was what was on my mind and that I wanted to look into it. The C H A I R M A N . H O W did you happen to pick out this particular matter, this $2.9 million payment ? Mr. SOUTTER. I asked a limited number of questions within the company to ascertain where might be sensitive areas that ought tobe looked into, and this seemed to be the largest. The C H A I R M A N . Who did you ask? Mr. S O U T T E R . I'm sure I spoke at one time to Mr. Miller and Mr. Collinson and maybe also to Mr. Ames and possibly other officers. The CHAIRMAN."Did Mr. Miller bring up the $2.9 million? Mr. S O U T T E R . He was aware of it. He did not single it out for me. The C H A I R M A N . Did you tell him you were going to investigate that particular area? Mr. SOUTTER. I'm not sure when I told him, when I reported back or that he simply became aware that I was going down. The C H A I R M A N . Was this because o f — I think I instigated an investigation of the top 25 defense contractors back about that time. Was this investigation related to that initiaive on my part at all? Mr. S O U T T E R . A memorandum that was in the file, which I prepared, said indeed that that was part of the reason that I was concerned. Others have testified—and it is correct—that we were about to undergo a registration statement for a public offering of some debentures, at that time the Iranian business becoming a substantial part of our business, and I thought the underwriters would want to ask questions in the course of their due diligence. The C H A I R M A N . Y O U were about to make a public offering; is that right? Mr. SOUTTER. Y e s , sir. The C H A I R M A N . In connection with that, you wanted to have the information available so that if it was necessary to disclose that information in the public offering, you would be informed as to what you had to disclose? Mr. SOUTTER. That is correct—as well as to answer the underwriters questions in their due diligence. The C H A I R M A N . N O W , would you describe to the committee who actually conducted the investigation and the scope of that investigation. Were you alone? Did you go down there by yourself? Mr. S O U T T E R . I went down to Bell, and I don't remember whether I went with Mr. Ames or not. But in any event, he joined me there. The people with whom I discussed the matter were Mr. Atkins, Mr. Farmer The C H A I R M A N . Well, Mr. Ames, as I understand it, was Mr. Miller's successor as the vice president in charge of aerospace; is that right? 113 Mr. S O U T T E R . Yes sir; or at least as the group officer for Bell Heli- copter; yes sir. The C H A I R M A N . Y O U say that Mr. Ames accompanied you? Mr. S O U T T E R . I don't remember. I think we may have met there. The C H A I R M A N . N O W , when you were there you interrogated what officials of Bell Helicopter? Mr. SOUTTER. My recollection of the meeting is with Mr. Atkins, Mr. Farmer, and Mr. Rudning. The C H A I R M A N . Any others? Mr. SOUTTER. N O , sir. The C H A I R M A N . H O W long did the investigation last? Mr. SOUTTER. It was either parts of 2 days or 1 full day. The C H A I R M A N . And the investigation was confined to the million; is that right? M r . SOUTTER. Y e s , s i r , i t $2.95 was. The C H A I R M A N . Were there any documents that you reviewed in connection with this investigation? Mr. SOUTTER. Y e s The CHAIRMAN. sir. I was shown a series of documents that led through the entire payment. I was shown the 1968 agreement with Air Taxi. I believe there was a subsequent one in 1970. I was shown the three amendments to the 1970 amendment. I was shown the Certificate of Authority which legalized—showing Mr. Zanganeh's authority to act. I saw receipts for checks which had been drawn. The C H A I R M A N . N O W , Mr. Soutter, I want to be fair to you, but it seems to me that from what I've heard about this investigation, that it was an extraordinarily limited investigation under all the -circumstances given that particular time. This was not an exhaustive, thorough investigation, and it was not the kind of investigation that was conducted at that time by other corporations. For example, it was not conducted under the direction of a committee of outside directors; is that correct? Mr. SOUTTER. That is correct, sir. The C H A I R M A N . Outside counsel was not retained to assist or to direct the investigation in any way. Mr. SOUTTER. No, sir. I was doing it myself. The C H A I R M A N . Outside auditors were not retained to assist. Mr. SOUTTER. That is also correct. The C H A I R M A N . Was any audit made in connection with the investigation ? Mr. SOUTTER. Audit in the accounting sense? Yes, sir. Mr. SOUTTER. Not to my knowledge, although in the course of the investigation it became clear to me that Arthur Young did in fact know—and it was recorded on our books. The C H A I R M A N . Were you aware that about the same time or subsequent thereto many corporations were conducting internal investigations in connection with their disclosure responsibilities under the Federal securities laws and elements of independence have been injected into many of those investigations through committees of -outside directors and the hiring of outside counsel as advisors and so forth? 114 Mr. S O U T T E R . Yes, sir, I was aware. The C H A I R M A N . Were you aware that the reason that many of the* corporations introduced such elements of independence into their investigation was that there was a concern that they really could not depend on internal corporate people to investigate themselves when they might be the very people who had engaged in the improper activities? Mr. S O U T T E R . That could be, sir. I'm sorry, sir, I've lost the threads of the question. The C H A I R M A N . Well, the question was, were you aware that outside people were called in to make the investigation inasmuch as when you have insiders, and you were an insider—you were employed by Textron and Bell—that they might be the very people who engaged in the improper activities? Mr. SOUTTER. Yes, sir, I've heard that. The C H A I R M A N . And were you aware that many of those same corporations were conducting extensive personal interviews both domestically and abroad and extensive document reviews? Mr. SOUTTER. Yes, I've also heard that, Senator. The C H A I R M A N . N O W , in the course of the 4-dav investigation at Fort- Worth and the 4-day investigation up here and the subpoenaingof the records, our staff has uncovered a great deal of information, including knowledge by employees of Bell Helicopter, that there were at least rumors—Mr. Jose has testified to that effect, and others who were subordinate to him knew that there had been discussions of Mr. Khatami's ownership of Air Taxi. Mr. SOUTTER. I understand that. The C H A I R M A N . N O W , you confined your investigation to only three people: Atkins, Farmer, and Eudning. Mr. SOUTTER. Yes, sir. Those were the people who had firsthand knowledge of the transactions with Air Taxi and the payment and the negotiation of the settlement that was reached with them. I had no reason in the course of my day or parts of 2 days—call it a full day in all—to doubt what I was hearing—what they told me and what the documents that they provided to me said exactly. The C H A I R M A N . Mr. Soutter, that seems like a very limited, abbreviated, inadequate investigation. Perhaps in hindsight, maybe it's not fair to you to make that assertion, but in view of the remarkably thorough investigations made by corporations like City Service, Bristol Myers, Merck, Anderson Clayton, the Williams Companies, J. Weingerten, Investment Engineering, and a number of others,, that this seems to be a very limited and I might say superficial investigation. What would be your response to that? Mr. SOUTTER. Let me say, Senator, that I believe we thought, as a management team, that we had the personnel and the policies in place that should have been down throughout the organization to assure that there would not be questionable payments. The C H A I R M A N . We've had testimony just today from Mr. Ducayet and Mr. Jose that there was no written policy about not paying commissions to foreign officials; understood, but no policies in place?, 115 no basis on which that kind of—and no basis upon which that kind of conduct could have been brought. Mr. SOUTTER. I frankly believe that all senior management at Textron and its divisions would know instinctively and intuitively that that is behavior that would not be condoned. The C H A I R M A N . "Instinctively and intuitively"? Mr. SOUTTER. Y e s , sir. Mr. SOUTTER. Y e s , sir. The C H A I R M A N . In other words, they would know without being told by a kind of osmosis? Mr. SOUTTER. Yes, sir, I think so. The C H A I R M A N . Well, as you know, there were some 3 0 0 corporations who have admitted that they made improper payments, so it is not as if this is something that was not being done overseas. It seems to me, absent a written policy, absent from procedures, there would be no way of your knowing that your people were following policies which undoubtedly you espoused. Mr. SOUTTER. I do espouse them. Textron espouses them. In addition to that, we did beef up our internal audit procedures. We have put out specific memoranda on the subject of questionable payments and other questionable activities. Mr. Miller, in particular, has brought this to the attention of senior management of the divisions and the corporate office time and time again. I personally have given some talks on it. The C H A I R M A N . I see my time is up. Senator Brooke? Senator B R O O K E . Mr. Soutter, how did you happen to pick this $2.9 million fee as the one to target in on for your investigation ? Mr. SOUTTER. It was a substantial number. Senator B R O O K E . I mean, you had other substantial numbers, as well. Mr. SOUTTER. NO, sir; not, frankly, in that range. Senator B R O O K E . Did you pick it out solely because it was $ 2 . 9 million ? Mr. SOUTTER. I'm sorry, as to why I investigated the $2.9 million ? Partly because of the size of the commission, of the settlement itself, partly because the Iranian business was getting to be of such an extent that there was and remains today—our disclosure documents filed with the S E C — I frankly felt I had to know more aboutl its business and its settlement. Senator B R O O K E . I had a letter from the SEC in which they attach a letter from Senator Proxmire relative to the largest 25 defense contractors. Did that have anything to do with the fact that you chose to look into this $2.9 million fee? That was a confluence of events, frankly. Senator B R O O K E . Y O U said yes? Mr. SOUTTER. A S I recall, Senator Proxmire's letter and Chairman Garrett's replies were somewhere in the same time frame, and my memo so reflects that. 116 Senator B R O O K E . So that in part was why you chose to look at this; is that correct? M r . SOUTTER. Y e s , sir. Senator B R O O K E . Did you have any reason to suspect that there was any illegal activity? Mr. SOUTTER. NO, sir, I did not have any reason to suspect that. In fact, I have been told that it was a legitimate, straightforward settlement of the representative's rights, obligations in connection with our Iranian business. Senator B R O O K E . Have there been any questions raised internally at Textron or in Bell Helicopter as to the propriety of the payment of that $2.9 million? Mr. SOUTTER. NO, sir, not to my knowledge. Senator B R O O K E . And so it was primarily that you looked over your business transactions and you found this $2.9 million and you thought you ought to look into that one because of the size? Mr. SOUTTER. Because of its size and the attendant business in Iran. Senator B R O O K E . Well, if you had been given information that there was nothing illegal or nothing improper about this particular transaction, why did you further investigate it? Mr. SOUTTER. It seemed a prudent thing to do. Senator B R O O K E . Y O U didn't look at anything else ? Mr. SOUTTER. That's correct, sir. Senator B R O O K E . Y O U had been told that everything was all right; why did you look at it? Mr. SOUTTER. Senator, I don't know how to say it any other way. We had an offering coming up. Iranian business is significant to Textron. I don't remember exactly how significant it was in 1975. This was a large payment. From what had been described to me, it was not unreasonable. And it warranted my attention. Senator B R O O K E . Y O U say Mr. Ames, the group vice president, assisted you in this investigation? Mr. S O U T T E R . Yes, he was present with me. Senator B R O O K E . N O W , whom did you question about the payment, and what questions did you ask? Mr. SOUTTER. Well, the people who were present were Mr. Atkins, Mr. Farmer, and Mr. Eudning. And I believe we probably just went through and in a chronological order, just how it came to be. Senator B R O O K E . Did the ownership of Air Taxi ever became a subject of discussion or inquiry? Mr. SOUTTER. It was not a subject of discussion until, in looking at that certificate of authority that Mr. Zanganeh presented, and has been legalized before the American counsel, and at the end of that it says who the 100 percent owners are of Air Taxi. And aside from a specific question, were any of those people officials of the Iranian Government, the issue of ownership did not come up. Senator B R O O K E . And what was the response? Mr. S O U T T E R . The response was no. Senator B R O O K E . Did you ask anv question about the rehiring of Air Taxi in 1968? 117 M r . SOUTTER. N O , s i r , I d i d not. I knew the chronology of the early days. I was told of that. I was told of the intermediate representative. Senator B R O O K E . Y O U knew about Mr. French? Mr. S O U T T E R . Mr. French's name I'm sure did not come up at all. But the name of International Helicopter Consultants was provided to me, and it simply was an intermediate representative. And the questions and the documentation which followed all dealt with Air Taxi and the payment of the $2.9 million. Senator B R O O K E . Did you ask who was the agent prior to Air Taxi, and why that agency had been terminated ? Mr. SOUTTER. I think they gave it to me in chronology, as there had been somebody. And I think I may well have asked why the change. And I don't think I got an answer. I don't think anybody in the room knew. Senator B R O O K E . Did you pursue your question? Mr. SOUTTER. N O , s i r , I did not. Senator B R O O K E . Were any of the documents regarding Mr. French's allegations during 1966 and 1967 about General Khatami's interest in Air Taxi produced for your inspection? Mr. SOUTTER. NO, sir, they were not. Senator B R O O K E . Did you request to interview Mr. Jose who, according to his testimony, was responsible for hiring Air Taxi in 1968 ? M r . SOUTTER. N O , s i r , I d i d not. Senator B R O O K E . Why not? Mr. SOUTTER. His name did not come up in the entire meeting, I'm quite sure. It was simply that Air Taxi was back again as the representative, and we dealt with the developing business from the 1971 to the 1973 time frame through the negotiations of the three amendments to the final amendment No. 3 in which we agreed to pay the $2.9 million to Air Taxi. Senator B R O O K E . S O you did not get an answer as to why they switched, and you did not ask on your own to talk to the man who was responsible for the switch. Is that good investigative procedure ? Mr. SOUTTER. My investigative procedures may need sharpening, but I was talking with people who I had no reason to disbelieve. There was nothing in the entire day or day and a half conversation that made me think in any way that this was other than a legitimate, straightforward transaction that had been described to me. Senator B R O O K E . Well, if you weren't going to ask the question, why did you go through the exercise? Mr. SOUTTER. Because I wanted to hear it firsthand myself. Senator B R O O K E . Did you hear it firsthand? Mr. SOUTTER. I was talking with Mr. Atkins and Mr. Rudning, who had participated first hand in the negotiations, and Mr. Farmer, who handled the financial matters. Senator B R O O K E . N O W , during and after your investigation into this $2,9 million, did you report to Mr. Miller about your findings? Mr. SOUTTER. Yes, sir. I did report back to him on my return. Senator B R O O K E . Was your report oral or in writing? 118 Mr. SOUTTER. I'm sure it was oral. Senator B R O O K E . Why was it not in writing? Mr. SOUTTER. I would say that I report most of the times orally to Mr. Miller. I would have a list of items—— Senator B R O O K E . D O you conduct most of your business orally, are your memoranda and results of findings of investigations reported orally ? Mr. SOUTTER. I can remember simply being in his office and reporting on the results of this investigation. Senator B R O O K E . Did anyone other than you and Mr. Miller participate in this discussion? Mr. SOUTTER. I do not believe so. Senator B R O O K E . What did Mr. Miller say about the investigation and your findings? Mr. SOUTTER. I think he was pleased that I was able to confirm to him exactly as he had understood it to be. Senator B R O O K E . He was more pleased to find out what the facts were wasn't he? Mr. SOUTTER. He knew that there had been a $ 2 . 9 million settlement with Air Taxi, and that it had terminated Air Taxi's rights to previous commissions, and that there were no more commissions due for future sales to the Government of Iran. This I had been told before I went. Senator B R O O K E . Did he appear to be satisfied that the scope and depth of your investigation was appropriate? Mr. SOUTTER. Yes, I think he did, or was. Senator B R O O K E . Did he ask you had you interviewed or asked to see any of the documents that you obtained in your investigation ? Mr. SOUTTER. I may have shown him some of the documents? Senator B R O O K E . Do you recall which ones? Mr. SOUTTER. I think I may have shown him the certificate of authority of Mr. Zanganeh to act on behalf of Air Taxi. Senator B R O O K E . Why did you show him that document, rather than other documents that you obtained? Mr. S O U T T E R . Because while I was satisfied with the investigation there was a difference in the matter of payment. Those checks were made payable to Mr. Zanganeh personally, and that is something that I found different, and wanted to see at the time this power of attorney, so to speak; this certification that had been legalized at the American counsel that in fact delegated to Mr. Zanganeh the full power of Air Taxi to deal totally in the settlement with Bell Helicopters. And I may well have had that with me to say that this was a document that had been properly legalized, and was, to me, valid, and consisted of the power for the way the transaction was carried forth. Senator B R O O K E . You're satisfied with the validity of that document? Mr. S O U T T E R . Yes, sir. I had seen the original. Senator B R O O K E . Did you discuss with Mr. Miller any further action that might be necessary with respect to your investigation of that payment? 119 M r . SOUTTER. N O , sir. Senator B R O O K E . Did Mr. Miller suggest that the matter be brought to the attention of Textron's Board of Directors? Mr. SOUTTER. N o t t o m e , sir. Senator B R O O K E . My time is expired. The C H A I R M A N . Senator Riegle. Senator R I E G L E . Just a few things, briefly, and I would like to reserve the rest of my time. Do you recall when you had this meeting with Mr. Miller if you reported on any other items other than this particular one ? In other words, was this one of several that you were talking about, <or was this the sole purpose of the conversation ? Mr. SOUTTER. It would be my practice to take up with him as many items as I would have on my agenda whenever I meet with him. Senator R I E G L E . Well, what would that normally be, just on the average? Would four or five items, or one or two, or a dozen, or what? Mr. SOUTTER. I would say four or five. Senator R I E G L E . S O I guess you're saying you don't recall specifically how many others there might have been at this time. But is it a fair assumption that there were other items that you were also discussing with Mr. Miller at that time? Mr. SOUTTER. Yes, it is a fair assumption. Senator R I E G L E . If this were the only thing you were discussing with him, would that remain in your mind? Would you remember that this was a meeting of sufficient importance by itself, the subject that had got the full attention of a session, or not? Mr. SOUTTER. I remember the meeting. Senator R I E G L E . Y O U do recall this specific meeting? M r . SOUTTER. Yes. Senator R I E G L E . And do you recall, then, any other subjects ? Were there any other subjects you discussed? Mr. SOUTTER. I can't say for sure. It is my custom to come up with a legal pad full of notes to remind me of the items that I want to discuss with him. Senator R I E G L E . Would you be inclined—if this had been the only one would that stick out enough that you would likely remember -that? Mr. SOUTTER. O h , yes. Senator R I E G L E . In other words, if this had been a one-item meeting, you are saying that you feel that you would remember that it was a one-item meeting ? Mr. SOUTTER. NO, I'm sorry. I meant to say, I would simply remember this meeting, and I do remember the meeting. But I can't tell you whether I had one or two or three other items on my agenda. Senator R I E G L E . I see. But you are saying it is normally your practice to batch these things. And then you go in, and you run through the items, and you take them off a yellow pad, and you discuss them orally, and then you leave; is that right? Mr. SOUTTER. That is correct. 120 Senator EIEGLE. SO the chances are, while you don't remember specifically that this was the normal situation, there would have been other items that you had been discussing that day in addition to this one ? Mr. SOUTTER. Very likely. Senator EIEGLE. That is all for me at this point, Mr. Chairman. The CHAIRMAN. NOW Mr. Soutter, let me just point out that some of the documents you could have secured, if you had made a vigorous search: a letter of 14 January 1967, from Mr. French to Mr. Feliton, in which Mr. French says: "Now that we have Gen. Khatami as partner, the head of the legal department and others, we own 49 percent of the new company, and it is 51 percent Iranian." Then a letter of 30 January 1967 from Mr. Kling, the export sales manager, to Mr. French, in which he concludes by saying: "We hope your new association will—why don't you keep us advised." In which he also discusses, to some extent, the relationship between GenKhatami and Bell Helicopters. And then I have a letter here from Mr. Duane Jose—from Eobert Bell, dated July 7th, 1967, in which he says: As I reported to you last November, I made a trip to Iran on behalf of Mr. French and his company and made arrangements at that time with a representative of General Khatami, whose name is Dr. Hassan Safavi, who is vice president and high counsel of the civil aviation in Iran, for the formation of a Persian corporation to act as representative to International Helicopter Consultants in Iran. Further, after making other statements : He also informed me that the great general had also decided to handle* transactions of STV in much the fashion he had set up for Air Taxi and Heli-Taxi, and that is one company for fixed-wing aircraft and the other for helicopters. And he goes on to say, "General Bafaat, who has been a general and Khatami's front man in Heli-Taxi for quite some time;" you did not secure any of those documents, correct? M r . SOUTTER. N O , s i r , I d i d n o t . The CHAIRMAN. And you did not make an attempt to interview Mr. Orpen, the international sales manager who certainly was in a closer position to monitor international sales of this kind, and to have been familiar than the others, and who incidentally was awareof Gen. Khatami's ownership? Mr. SOUTTER. Senator, I was again talking to people who had firsthand knowledge, who were telling me what transpired, and what they said rang true to me, and I had no reason to disbelieve them,, and I pursued only what was there. The CHAIRMAN. And then you did not talk to Mr. Kling, the export area manager, and Mr. Feliton, who was also export area manager? Mr. SOUTTER. Those names have never appeared, to my knowledge, before this set of hearings. The CHAIRMAN. Y O U did not talk to Mr. Jose who testified before us today, both the vice president for commercial marketing, and of course in a very strong position to know, and to have heard two 121 <or three times about the report that Gen. Khatami was a part owner of Air Taxi. Is that correct? Mr. S O U T T E B . I did not talk to Mr. Jose. The C H A I R M A N . He testified that he would have told you if he had been asked. Mr. S O U T T E R . In 1 9 7 5 I was still talking to people who had firsthand knowledge, intimate knowledge. Mr. Jose, in 1975, was the commercial marketing man. It would not have occurred to me. I did not even know his background, that he had ever had any responsibilities of an international kind. The C H A I R M A N . But the three men you talked to had no knowledge about hiring Air Taxi. These people I mentioned did have firsthand knowledge about the Air Taxi connection. Mr. S O U T T E R . That is correct, but there was never any sinister connotation put in any of the discussion, as to the hiring of Air Taxi the second time being for any ulterior motive or purpose. It was just simply a change in representatives. The C H A I R M A N . But you did go down to investigate this $ 2 . 9 5 million payment, and the fact that there was a change in agents, there, it seems to me, could very well have suggested to you that you might ask the people who would be in the strongest position to know. Mr. SOUTTER. Perhaps in hindsight, I could have asked that question, Senator. But I did not, and the people who were there did not know the answers. The C H A I R M A N . Well, they didn't know, so since they didn't know, why didn't you follow up with the people who might be in a better position to know? Mr. SOUTTER. Because I was pursuing a transaction that had arised with Air Taxi since 1968. There was nothing, to my knowledge, that would have led to anything prior to 1968 with Air Taxi. The C H A I R M A N . N O W , Mr. Soutter, obviously what troubles me more than anything else is the scope of this investigation. I think it is serious inadequate. Did Mr. Miller question you on the scope of the investigation? Did he challenge you? Did "he say that he thought that perhaps it was not adequate? Or did he accept it as being adequate? Mr. SOUTTER. He did not challenge it. And we discussed my report when it came back. The C H A I R M A N . And you did tell him that you simply interviewed the three top people, that you did not go any further, and that you could make the kind of comprehensive search that was suggested in all of the documents that came to the attention about Air Taxi? Mr. SOUTTER. I think it's reasonable to believe that I told him of the three people that I did talk with, and that they had confirmed what his prior understandings had been. The C H A I R M A N . Did you discuss with Mr. Miller, or did he at any time, suggest that you might have an element of independence in the investigation? In other words, have outside people make the investigation, so you would have a greater degree of reliability ? 122 Mr. SOUTTER. NO, sir; it was not discussed between us. The C H A I R M A N . Why not? Mr. S O U T T E R . Well, he had confidence in me to do the job. The C H A I R M A N . Well, again—and I don't mean to demean you in any way, of course—but don't you recognize that when you're making this kind of an investigation, that there is a tendency for investors and SEC and others to wonder about the reliability of investigations by people who investigate themselves? Mr. SOUTTER. I can see wThere people make those assumptions, but I don't think they are necessarily well founded. The C H A I R M A N . Well, do you agree, with hindsight, that you've made a thorough search of the documents having to do with the Iranian sales program, and that if you had interviewed or sent questionnaires to all of the Bell people that had responsibilities for the Iranian program and the hiring of Air Taxi, including Jose, you would have learned of the Khatami Air Taxi connection? Mr. SOUTTER. I don't think it would have been reasonable to have done that in view of what I had been told by people who had the firsthand knowledge. The C H A I R M A N . And who were those people again? Mr. SOUTTER. Mr. Atkins, Mr. Eudning, and Mr. Farmer. The C H A I R M A N . They didn't have firsthand knowledge. Mr. SOUTTER. They had firsthand knowledge of the settlement with Air Taxi, and that is what I was looking at. The C H A I R M A N . They weren't the ones who actually went over to investigate Air Taxi at the time that Air Taxi was retained as the Iranian agent. Mr. SOUTTER. NO, sir, they weren't. The C H A I R M A N . N O W , Mr. Soutter, the staff originally made a request of Textron for all documents relating to the $2.95 million payment. Textron produced documents in response to that request; is that correct? Mr. SOUTTER. Yes, sir. As I recall the chronology, we were provided with a letter on the 25th from staff director Mr. McLean. The C H A I R M A N . N O W was your investigative report produced with those documents, too? Mr. SOUTTER. Some of them, yes, sir. The C H A I R M A N . But not all of them? Mr. SOUTTER. N O , sir. The C H A I R M A N . Well, how do you account for the fact that when this committee made a request for all of the documents, you supplied those documents more fully than they did with the investigation you made for Mr. Miller? Mr. SOUTTER. I did not ask for, nor expect to receive, in my investigation for Mr. Miller, documents that did not relate directly to the settlement and payment of the $2.9 million. I was provided with the agreements, with the amendments, with explanations of how the amendments had been negotiated, with certificates of authority, with evidence that the U.S. Army had been kept advised of the three amendments, with some recordation that Arthur Young was aware of the accounting, with Mr. Farmer advising, and Arthur 123 Young, I believe, affirming, that this amount was a selling expense not being charged to the FMS or Government contracts. That seemed to meet all the requirements. The C H A I R M A N . N O W did you supply your investigative report to this committee when we requested it by letter? Mr. SOUTTER. On the 25th we received the request, which was substantially duplicated in the subpoena of the 31st; on the 27th I arrived here and provided what must be close to 90 percent. Somebody on the committee staff said it was over 600 documents. On the 28th, which was a Saturday, I believe, Mr. Marinaccio and I discussed the matter of whether there were any privileged documents. And my report I considered privileged at the time. I did not tell him of its existence, and it was there. The C H A I R M A N . Well, we knew of the existence, I understand, because it was in the Arthur Young report. Mr. SOUTTER. I don't know whether I talked to Mr. Marinaccio first or not, but I had no idea that Arthur Young had already provided Mr. Marinaccio the report. The C H A I R M A N . Anyhow, you're telling me you did not provide the document to begin with because you considered it privileged. You did, however, on subpoena, supply the document? Mr. SOUTTER. I most certainly did. The C H A I R M A N . N O W , finally, what discussions did you have with Mr. Miller and the board of directors concerning whether disclosure should be made of the $2.95 million payment? Mr. SOUTTER. I've had no discussions prior to the board meetings that have been held in this current month as to disclosure. I was satisfied that this transaction was straightforward, was legitimate, was as described as the the settlement of commissions earned, and terminated the rights to any other fees on business to the Government of Iran by Air Taxi. I do not consider it to be an amount, overall, that would be material to Textron. And there were no obligations, in my judgment to disclose this in our disclosure documents with the Securities and Exchange Commission. The C H A I R M A N . Senator Brooke. I beg your pardon; Senator Schmitt. Senator S C H M I T T . I am curious about management procedure within Textron and within Bell. There seems to be, Mr. Soutter, a great reliance on verbal communications within at least the upper management of both groups. Is this, you feel, normal business practice from your experience? Mr. SOUTTER. I think we're doing our best to try to not be bureaucratic. I think most of us feel there is probably too much paperwork, that an awful lot of us walk into each other's office and discuss the business that has to be done, and people take it from there. I would like to think that it is a fair mix. But there is probably more paperwork creeping into our daily lives everyday. Senator S C H M I T T . . That is certainly very, very true. Did-you ever find that Mr. Miller had any problem with this verbal communication? Did he tend to want written communications of any kind ? 124 Mr. SOUTTER. We do have some written things. I mean, I can brief a law brief for him, or something that needs to go before the board. But lots of it is simply done on "What did you find out? What has transpired? What should we be doing? Who should be working on it? Can we put a team together?" Senator S C H M I T T . And you had a frequent, if not daily, contact with Mr. Miller of this kind? Mr. SOUTTER. Frequent. Senator S C H M I T T . H O W frequent? Mr. SOUTTER. When he is there. Senator S C H M I T T . Well, on the average, a few times a week ? Mr. SOUTTER. Probably one a day on the days he is there. He has been travelling fairly heavily in recent times, but two or three times a week before that. Senator S C H M I T T . Mr. Soutter, supposing that in the course of your investigation of the $2.9 million payment to Air Taxi you had uncovered rumors to the effect that Gen. Khatami was an owner and, at the same time, a member or head of the Air Force in Iran, what would you have done with some information like that? Mr. SOUTTER. I would have reported it to Mr. Miller. Senator S C H M I T T . What do you suppose he would have done? Mr. SOUTTER. He would have continued a full investigation, I am sure. Senator S C H M I T T . Have you ever had an occurrence where something in the company—and you don't have to be specific—had occurred, in your mind, that represented a need for further and more extensive investigation; and, upon your recommendation, Mr. Miller authorized you to do so ? Mr. SOUTTER. Not in this investigative technique. Sometimes in the question of whether you want to become a plaintiff in a lawsuit, or something like that. But not in an investigative role. It really just has not come up. We have had defalcations and embezzlements, or malicious vandalism, but those aren't things that have to be brought to his attention ; they're simply dealt with by the organization. Senator S C H M I T T . Your inquiry into the $2.9 million payment to Air Taxi was the only—at this time, the only inquiry that you made into Bell activities. As I understand it, there really weren't any other significant commissions or fees paid? Mr. SOUTTER. That is correct, Senator. Senator S C H M I T T . And did you, in your own mind, think that it was appropriate to call this a "commission" in the bookkeeping side of Textron and Bell? Mr. SOUTTER. Well, the amendment number three—and this is the testimony both here and—well, maybe it didn't come up today, but with the staff—and people have called it a "commission," or a "settlement payment." In my view, it was both. I think the agreement speaks for itself on that. My understanding of the accounting—and I am not an accountant—is that it was called "other selling expense," which puts it below the line, out of "cost of sales," and therefore not chargeable to the contractor in any respect, so that Bell in fact would absorb that out of its own profits. 125 Senator S C H M I T T . Okay, just for the record, then, you did not discover any evidence of illegal activities in your investigation Mr. S O U T T E R . That is correct. Senator S C H M I T T [continuing]. Of the $2.9 million? Mr. S O U T T E R . That is correct. Senator S C H M I T T . And you found no evidence of anything that might have smacked of unethical procedures, not to mention—over and above the question of Mr. Khatami's alleged involvement? Mr. SOUTTER. No, sir, I did not. Senator S C H M I T T . And if you had, you would have informed Mr. Miller? Mr. S O U T T E R . Yes, I would have. Senator S C H M I T T . Normal operating procedure, as far as you were concerned ? Mr. SOUTTER. It realty didn't come up, but I feel our relationship is such that he would have respected, and I feel there's no question in my mind that I would do it. Senator S C H M I T T . Are you aware of the statement that is in the Wall Street Journal of February 24—and I quote, again: "Auditors for Textron, Incorporated, discovered that at least four divisions of the company funneled kickbacks to foreign customers, generally through secret Swiss bank accounts that could involve millions of dollars," unquote. Mr. S O U T T E R . I have seen that article. Senator S C H M I T T . D O you have any reaction to that? Mr. SOUTTER. I have several reactions to that, but none of them are terribly germane to this hearing—other than, to the best of my knowledge on any of those matters, there is no bribery; there are no kickbacks; there are no political funds; there are no off-book accounts; there are no slush funds involved in any of those matters. I believe them all to be of an accommodation over-billing type of arrangement, and of amounts which I frankly don't have the aggregate amounts and so I can't say. Of the ones that I do know about— which are two—they are very small. Senator S C H M I T T . And are you currently looking into these— frankly, being that it is in the press, I'm not sure what to call them, but let's say—"findings of the auditors of Textron"? M r . SOUTTER. Y e s , sir. As an aside, our own people brought most of those to our own attention, and it was not the auditors—just for one other inaccuracy. Senator S C H M I T T . Well, that is not necessarily an "aside." It is probably an important statement to make. And at the appropriate time, when things like this are active within Textron, you presumably then would brief, or maybe on a systematic basis would brief Mr. Miller as to what was being found out; what the status was; and what the implications were for the company ? Mr. SOUTTER. That is correct. Senator S C H M I T T . Have you in fact done so on any of these particular items? 25-067—78 9 126 Mr. SOUTTER. On the three that I know anything about, I have in fact now briefed him. Some were briefed some time ago. Senator S C H M I T T . This was over a general period of time you've discussed these with Mr. Miller? M r . SOUTTER. Yes. Senator S C H M I T T . S O generally, the record—and you would testify, at least, to the record of your activities in Textron, as when irregularities, or alleged irregularities appear or come to your attention, at a fairly early date you do discuss this with Mr. Miller ? M r . SOUTTER. Y e s , s i r . Senator S C H M I T T . And would have done so, had you seen any irregularity in the $2.9 million? Mr. SOUTTER. When defalcations are brought to the attention, I think anybody in the organization—the ones that I've known of— the appropriate steps are implemented to stop it, to investigate it, to, I believe in some cases, to prosecute people who have stolen or embezzled from us, no matter what the origin of the defalcations. Senator S C H M I T T . But in the case of the payment to Air Taxi, when you found no indications of irregularities, you so reported to Mr. Miller? Mr. S O U T T E R . That is correct. Senator S C H M I T T . And his reaction? Can you recall that, at the time? Mr. SOUTTER. I would summarize: in general, I don't know how many words, and I don't think I have got any quotes for you, but I think he was glad that in fact after the investigation I was confirming to him what he had generally understood through, I assume, his conversations with Mr, Atkins at the time the settlement was being negotiated. Because I had understood what it was for when I went down there. I completed that investigation and reported back to him that it was as advertised. Senator S C H M I T T . Have you ever heard, outside of what Mr. Miller testified to this committee, his general statement of policy on his part, his attitude toward kickbacks, or bribery, or foreign-—access payments to foreign officials ? Mr. SOUTTER. A number of times, Senator. Senator S C H M I T T . Would you give me the general thrust of those comments ? Mr. SOUTTER. Well, I can tell you that he has made the statements at annual meetings where we pull all of our division chairmen together, and there has been a chairman's report, and that has been in recent years a part of his report. We have put out memoranda on various aspects of exemplary corporate behavior. I'm not sure that I'm very good in paraphrasing his, but it is not a cursory—and don't forget about "questionable illegal or immoral payments." He takes the time to sit down, to discuss, to stand before the group and discuss his personal belief that this is not the way we are to do business; that we sell our products on their merit; and it just cannot be misread by anybody who is in the room. 127 I have also heard him, I believe on a couple of occasions-—I don't go to all the business reviews—but I believe he has also made these at specific divisions when, after dinner and a division review, their forecast for the following year for the Textron management team that is coming to town, he usually speaks after dinner. And I believe that he has reemphasized his remarks there. He has missed very few opportunities in which to counsel all of us on the standards that he expects, and that we expect of ourselves. Senator S C H M I T T . One final question: Has this ever been done in reaction to a proposal by a subordinate that they, "when in Rome, do as the Romans do," and offer some kind of an under-thetable deal to an official of some country? M r . SOUTTER. N O , s i r . Senator S C H M I T T . Nobody has ever proposed that to him, so he has never reacted to it? Mr. SOUTTER. Well, it has never come from me. And were it to be proposed to him, I have no question that he would turn it down without blinking. Senator S C H M I T T . What do you think would happen to an employee that so proposed? Mr. SOUTTER. I think that would be a very unjudicious thing for an employee of Textron to propose. Senator S C H M I T T . Thank you, Mr. Chairman. The C H A I R M A N . Under the rotation, Senator Brooke is next, and then Senator Riegle. Senator B R O O K E . Mr. Soutter, it's not quite clear in my mind as to what the purpose of your investigation was. I think some of your responses are cloudy. Why did you conduct it? What did you expect from it? Mr. SOUTTER. I expected to find what I did find : That Air Taxi had been compensated and terminated with respect to future business with the Government of Iran; and that there had been a payment of $2.9 million to do business. And I don't know how to say it in any other terms. When you are in a registration statement, selling debentures, you have extra obligations to your investors, and to the public, to be sure that you are totally up-to-date on your company and what is going on. This was a large payment, but the Iran business was large; and so it was incumbent upon me to go down and learn. Senator B R O O K E . That is precisely the point I am trying to make. Was it merely your purpose to find out whether this was a prudent business settlement, a wise business settlement, on the part of Textron, or Bell Helicopter? Was that your sole purpose? Because it looks to me as that's the only thing you actually did—was to determine that this was a wise business settlement. Mr. SOUTTER. Senator, that is what I understood it to be. And I talked with the people, and we went through the documentation, tracing it down, and that is what it turned out to be, in my judgment. 128 Senator B R O O K E . But couldn't it be a wise business settlement, and illegal, as well? Mr. S O U T T E R . Yes, I agree. I suppose it could be. I'm not sure you can say "wise business," and have something that is in fact illegal, but I think I understand your point. Senator B R O O K E . Well, when you were considering the ProxmireGarrett letters, you would not be considering whether this was a wise, prudent, financial settlement; and it escapes me whether you attempted to find out if there was any illegality or impropriety. Mr. S O U T T E R . That certainly had to be in my mind as I went through the questions—what this was for. I did ask the question, at the end, or whenever Senator B R O O K E . But you didn't ask the question of anyone who could give you that information, did you? Mr. S O U T T E R . The question that I asked, Senator, was of the three people that had signed off as 100 percent shareholders of the company. And my question to the assembled group was: Were any of those folks officials of the Iranian Government? And the answer was, "no." And all through the day, or the parts of days that we did this, I was being told that this was for a legitimate business relationship, and they were explaining it to me as we went through the documents. There was never any indication that there were ulterior motives in this payment, or that they were sinister, or that there was a pay-off here. Senator B R O O K E . Y O U did not go beyond the veil, did you, the corporate veil ? I don't know if it is "corporate"—a corporation or not, Air Taxi—but did you go beyond the "business veil" to ascertain what was there? Mr. SOUTTER. N O , sir. Senator R E I G L E . Would the Senator yield, at that point? Senator B R O O K E . Certainly. Senator R E I G L E . Because I am sort of hard-pressed to know what it is that he thinks should have triggered that kind of feeling that something was amiss? In other words, it seems to me they were in an SEC registration, and there was a requirement to make the kind of general ascertainment that one normally does, that the facts were in order, and yet it seems that you're feeling and sense of unrest is that maybe somehow he accepted assertions made on the face of them, all of which were logical and sensible to him; that they were accurate and correct. Senator B R O O K E . Well, perhaps the Senator from Michigan did not hear Mr. Soutter's testimony that one of the reasons why this investigation was conducted was because of a letter Senator Proxmire sent to SEC Commission Chairman, Mr. Garrett. And that came about at the time, as the Senator might recall, that we were concerned, and the full committee was concerned, about the question of illegal payments to foreign governments by American corporations. 129 And therefore, Mr. Soutter said, that that was part of the investigation. That is the part that I am concerned about: What did he do to determine whether there had been any illegal acts, or any improper act on the part of this corporation in this transaction? And not just the financial settlement. I can see you going down and saying: "Was the $2.9 million good business settlement?" "Yes." Obviously, it could have been $10 million, as has already been testified, so it could be still a good, proper business settlement. But if you did not go behind the veil and find out who the actual owners were, then I'm saying that you may not have done all you should have done in order to ascertain whether there was any impropriety. And I think the Senator from Michigan would understand that. The CHAIRMAN. If the Senator would yield at that point, I have the letter here, and without objection I will place it in the record. [The letter referred to is reprinted as part of exhibit 66. It may be found on page 170 in part 2 of committee print titled "Stan Investigation of G. William Miller."] The CHAIRMAN. It is a letter to Mr. Garrett from me, and it lists Textron as the 15th largest defense contractor, and it lists all 25 of them, and it says You are undoubtedly aware of the great controversy there has been concerning the disclosure that the Northrop Corp. and other firms who do defense contracts have been involved in irregular and improper payments, both in the United States and abroad. This letter is to request that your office make a detailed review of the documents and materials filed by each of the largest 25 defense contractors in order to determine whether there have been any unusual payments here or in foreign countries. Senator BROOKE. NOW, if I may—because most of my time is being used, and I have not objected to yielding from the Senator from Michigan at any time—but I have here, which we all have, what appears to be an attorney work product. You are familiar with that —your "confidential" attorney work product? Mr. SOUTTER. Yes, Senator. Senator BROOKE. And in that—I take it this is your work? Mr. SOUTTER. That is correct. Senator BROOKE. And in that, you even refer to the "ProxmireGarrett communication." M r . SOUTTER. Y e s , s i r . Senator BROOKE. Knowing that, being motivated to some degree by that, what did you do to go beyond—let me say "the corporate veil," for lack of knowledge as to whether Air Taxi was a corporation. Mr. SOUTTER. I did nothing to go beyond the corporate veil of what was shown to me in a legalized document, Senator. Senator BROOKE. Y O U were satisfied, without doing that, that there was no impropriety and no illegality ? Mr. SOUTTER. Yes, sir. The question was posed to the people who knew who they were dealing with at Air Taxi, and what the answers were. 130 Senator BROOKE. I certainly cast no aspersions upon Mr. Jose, or Mr. Ducayet, or any of those persons, but it is conceivable to me that there could have been an impropriety and illegality, without even their knowledge, that you could have discovered in a thorough investigation. They may not have known about it. Mr. SOUTTER. In a vacuum, I agree, Senator. But in the facts, and as I was dealing with people who I know and respect and trust, nothing in that conversation would have led me to go any further than I did. Senator BROOKE. I don't think it is a question of their trust. I don't think anybody is suggesting that Mr. Atkins, Mr. Ducayet, or Mr. Jose, or any of them did anything improper at all. They may not have known about this—I won't say they actually did not know—but there is no evidence that they knew about it, other than Mr. Jose who has testified that he knew something about it. But I'm just saying, if you did not look at it, there would be no way for you to possibly know about it. Now let me ask you this question: Did you discuss with Mr. Miller whether it would be appropriate or necessary to disclose detail of this $2.9 million payment under the SEC voluntary disclosure program ? Mr. SOUTTER. I don't believe that I discussed it with him in any kind of a detail. I think it was understood on the basis of my satisfaction in the report that it would not be, and that I was not recommending, that we would need to make that disclosure. Senator BROOKE. But if that decision was made—and apparently it was made—not to make the disclosure, who actually made that decision ? Mr. SOUTTER. Well, I would have to say it would be me who made the decision. Others probably acquiesced, but I would say it was I wTho made the decision. Senator BROOKE. Did you have the authority to actually make the decision? Mr. SOUTTER. I have been given guidance in Securities and Exchange matters to the management of the company; yes, sir. Senator BROOKE. YOU would not have to clear that? You would not have to make a recommendation and then have to have the decision actually made by Mr. Miller? Mr. SOUTTER. N O , sir. Our disclosure documents are drafted and they are circulated among top management for their views as to the accuracy of what we've said, either about the divisions in which the}' are the liaison or financials or whatever. People would have an opportunity to comment to me, but no one ever did, and I did not draft it to include it. Senator BROOKE. N O W , again, as I look at this privileged, confidential attorney work product, which is your work product, and I quote: None of the principals of Air Taxi are known or believed to be Iranian Government officials. One was a member of the royal family, but has held 110 official Government position. Now, how do you know that if you did not make any investigation? 131 Mr. SOUTTER. I did ask the question, Senator. Senator B R O O K E . Of whom? Mr. SOUTTER. Of Mr. Atkins and Mr. Eudning, who had firsthand knowledge of Air Taxi. Senator B R O O K E . H O W did they know? Mr. SOUTTER. H O W do we know anything, sir? Senator B R O O K E . Y O U only asked the people in your own corporation? You did not go beyond this or anthing? Mr. SOUTTER. I'm sorry. I felt that I had no obligation to go beyond that, because I was dealing with people who were telling me the truth. Senator B R O O K E . Of course, they were telling you the truth as they knew the truth, but I'm suggesting to you, Mr. Soutter, that they did not know all of the truth. And yet, you made a statement, a clear statement, that none of the principals of Air Taxi are "known or believed to be Iranian Government officials." Now, how can you make that statement on the basis of what Textron or Bell Helicopter people told you? Mr. SOUTTER. I don't have any problem doing that, Senator. I asked the question; that was the answer. And that's why I include it in my memorandum. Senator B R O O K E . Well, lawyers differ, and I certainly could not accept that on the basis of the witnesses that you questioned that would make that statement. As a matter of fact, we now find out that they did not know. As a matter of fact, we found out that we did have, in all deference to the Senator from Michigan, that Gen. Khatami was, in fact, a government official and was, in fact, part owner of Air Taxi. Senator R I E G L E . Would the Senator yield, having mentioned my name ? Who knew that ? Apparently the Senator from Massachusetts now knows that, but that is different than Textron knowing it. Senator B R O O K E . I think I know it, and I think the record is replete with evidence that that was the fact. I don't think that is really in contention. The only thing that I see in contention is Mr. Miller's knowledge of Gen. Khatami's interest in Air Taxi, which has not been proved— and if I had to vote today on the basis of the evidence, there has been no evidence as yet that Mr. Miller had anything to do with it or had knowledge of it. But that doesn't mean that it was not a fact, and I would think that you did the job that could have found that fact, Mr. Soutter. That is what I am suggesting to you, most respectfully. Mr. SOUTTER. I understand, Senator, but the only two pieces of evidence that are in the file that I know of are, in fact, that certificate where the three people presented themselves to the vice-counsel in Tehran and swore to him what they were saying. Admittedly, it was an authorization from Mr. Zanganeh to deal, and it not meant to be their testimony as to the ownership, but they did sign it, that thev were. The Dun & Bradstreet report later came along which confirms. It came along, to my knowledge, although it predates that, and are 132 the only two documents that I was ever aware of and remain today knowledgeable of that show the ownership of Air Taxi. Senator B R O O K E . But you and I both know that everything is not always what it is perceived or purports to be, and that is the reason for investigations. We also know what Dun & Bradstreet does, and I cast no aspersions upon them, but they look at the financial situation and they record what the registration was as of that date. They don't do any independent investigation of the company, as you very well know. The kind of investigation of a company that would be merited by your concern about compliance with the letter from Senator Proxmire to Chairman Garrett would be different—but I think I've gone as far as we can go on that, and I think you understand exactly what I mean, Mr. Soutter. And as I say, most respectfully, I do not think that your investigation was thorough and in depth, which, if it had been, may have proved nothing at all. It would not have shown anything about Mr. Ducayet or Mr. Jose, and in the main thing, it would not have shown anything about Mr. Miller. But it would have certainly revealed Gen. Khatami's interest in Air Taxi, which is a very pertinent factor. And I thank you very much. The C H A I R M A N . Senator Riegle. Senator R I E G L E . Some years ago, I had the opportunity to work in an area called plant and lab accounting coordination for IBM, and one of the functions that I had at that time was to be a part of efforts to carry out certain auditing responsibilities, to try to find out if things that people said were so, were, in fact, so. And the normal practice that I remember, and I think the practice that would logically apply here, is that in the first instance, when you're trying to figure out if something is right and proper, is you look at the facts of the case. Is there something that sticks out, that looks strange, that looks odd ? If the commission, for example, were an unusually large one in terms of a percent of the sale, if the commission were out of line, if there had not been an act of negotiation to sort of beat down the cost of the commission with the person who had been serving as the agent, if there was a failure of evidence in terms of an outside independent certification of ownership. But, in this case, if I put myself in your shoes, looking at this particular transaction, the amount wasn't out of line the amount clearly was not out of line as a percentage or in terms of any kind of standard yardstick for commissions of sales of this size. Secondly, had there been a tough negotiation on the commission? Clearly, there had been. It is obvious, from the history we've heard here, that there was a thorough, tough pressure applied here to keep this commission at a maximum. And percentagewise 6/10 of 1 percent, it looks to me as if it was. Thirdlv, did you have some independent sense of who the owners were? Yes, you did. There was the independent certification of ownership by Dun & Bradstreet. It turns out that Dun & Bradstreet was misled. 133 It seems to me if Senator Brooke is correct, that Khatami owned part of Air Taxi secretly, that in the same way that Dun & Bradstreet was mislead, it appears to me your own company was misled. But if that is the case and if, in fact, there was a fraud, there was a fraud on the part of Air Taxi, not on the part of Textron. And that, to me, is the critical issue. And when we take and we blur that distinction and we take whatever fraud that Air Taxi may have successfully carried off, not just against you but against Dun & Bradstreet, and to then make that serve as, in fact, an indictment of Textron, and we sort of work that along until we start impugning key corporate officers, we find ourselves finally in the situation that we are in. And that is through that kind of purported change of events we can end up drawing some very negative inferences and end up using the language that something is irregular and improper. And I think that is just phony. In other words, if anybody wants to take the time to put these facts together in the sequence in which they occur, they were neither irregular nor improper, appearing on their fact. And there was substantial evidence that they were, in fact, regular and, in fact, proper. Now, if one wants to assert that behind all of this that Air Taxi, through a very clever subterfuge, had a partner that was hidden from view, that may very well be so. Senator Brooke is satisfied that that is the case. Then it's interesting to me that Mr. Atkins, your president, based on what is still available to him, is not yet in his own mind convinced that that is so. Perhaps that is just a difference of opinion, but it seems to me that when you look at the facts that you were being asked to take a look at, and you were doing it for a purpose, it was not that somebody cried out, "Do we have a problem?" As I understand it; you correct me if I'm wrong, it was not that somebody cried out and said, "We have a problem with the payment to Air Taxi." What happened was you were in the middle of an SEC certification process, and, as a matter of course, it was required for you to go out and do sort of an examination, to take a look at each one of the items that would have to be talked about that would fit that time period that this certification process applies to. And so you did that, and you went to the people who were involved. And on the fact of it, it all made sense. The amount was appropriate. There had been a tough negotiation. You had an independent verification from Dun & Bradstreet. Now, how, with all of that information and this being just—this is not the only item we're paying attention to, but other things were going on at the same time—how you are to be expected at that point to somehow have the genius to figure out that even though everything was fine on the face of it that somehow something was not quite right here and that back in Iran Air Taxi, in fact, had a secret partner who somehow was getting a piece of this frankly undersized commission, if one looks at the size of the sale. Now, I think that is an unreasonable presumption, quite frankly. T think for somebody to expect you to have that kind of sort of sixth sense to spot a possible fraud that had been concealed by 134 Iranians is to ask something that I don't see, quite frankly, the Senate needs. We as Senators don't have that sort of spectacular insight where we spot things like that where everything is fine and dandy, at least as to appearance on the surface. The C H A I R M A N . Would the gentleman yield? Senator R I E G L E . In just a moment, I will. It's easy for me to understand that the people that have testified here, starting with Mr. Miller, or with Mr. Atkins today, could have great difficulty understanding why it would be so easy for us to jump to a presumption that somehow everybody was in on the deal of perpetrating some kind of a fraud in this situation, because, frankly, as I look at the whole pattern of facts, it suggests just the reverse to me, and frankly, if the case has to hang to a very large extent on Mr. Bell as a witness, you know, then I'm doubly troubled, not because he may not be truthful, but because he is not a disinterested party. The C H A I R M A N . Would the Senator yield? Senator R I E G L E . Yes, I will yield to the chairman. The C H A I R M A N . Y O U see, there is no point in this investigation at all. If you make the assumptions that the Senator from Michigan, as I understand him—and maybe I am unfair to him—makes. The whole point in making investigations is to determine whether there was anything illegal. You have to inquire and determine whether or not that $2.95 million payment was illegal. Now, what does "illegal" mean? What does "improper" mean? Obviously, if it is on the basis that the various witnesses have described they thought it to be, then there is nothing to investigate. But this was in the context of a letter that I wrote to Mr. Garrett, with which Mr. Soutter said he was familiar and was part of his investigation to investigate questionable payments. Now, how do you investigate a questionable payment? You find out where the payment went, who got it. Obviously, if it simply goes to three people who are not officials, that is the end of it. But if you're going to conduct an investigation to determine whether it is questionable or not, it seems to me you ought to do more than just to interrogate the three top people who were involved in this payment and who themselves have an interest in having the payment legal and proper. It is hardly an investigation worthy of the name if you stop at that point and then if you don't go through the various documents that we did with the kind of investigation that our staff made in jus a few days down there disclosed this. Senator R I E G L E . I appreciate the point you're making, and let me pursue it, because I think we are right where we need to get to. And that is the question of whether or not it was a questionable payment or rather the appearance, whether there was any probable cause at thnt time to view this as a questionable payment, as if this was something that would sort of stand out as being out of the ordinarv. And. as T try to apply the test, as we have reconstructed this thing, that I think would flag it for me if I had been sent to do the investi- 135 gation, if the size had been percentagewise as a payment, as a commission, on the sale had been inordinately large, that would have been a trigger in my mind. If I had not had an independent verification from somebody like Dun & Bradstreet, that would have been another thing that would have been a red flag in my mind. If there had not been a protracted period of negotiation, if the company had not been trying to beat down the agent here and reduce the size of the commission, that would be another thing that would stand out as a red flag in my mind. But all three of those things were present. So, it seems to me that an auditor going in and an investigator going in and looking at this and finding that this package of facts makes sense and was coherent and did not have the appearance of being a questionable payment, that for one to then make sort of the leap of judgment and imagination to imagine that hidden agent is a hidden partner—I mean, I think that really stretches things. The C H A I R M A N . Well, may I point out that the defense contract audit agency singled out this particular payment as one that they thought was unusual and bore investigation. They singled it out. They thought it was sufficient. At page 296 of volume 3 of the hearings Senator RIEGLE. Well, whatever their particular view and whatever factor they were coming in on, I think what is more significant is what the internal auditor of the companybeing asked to take a look at this situation in light of the facts that we have just discussed, what is a logical presumption on that person's part? Let me ask you this. I mean, based upon what he has testified that he knew, what would have flagged it for you? What would have flagged it for somebody on the committee staff at that point? I am just hardpressed to see what it would be. The C H A I R M A N . Well, in the first place, they themselves—and I'm talking about Mr. Soutter—and Mr. Miller agreed—thought that this should have been investigated. Senator RIEGLE. It had to be. The SEC requirements, I think, made it necessary that they examine this situation. Is that not correct? I understood that to be the case. The C H A I R M A N . There was nothing mandatory. They did not have to investigate this if they thought it was a routine that did not require to be investigated. They decided they would. At any rate, they decided that, and I think that although the Senator has his view of that $2.9 million payment, I have mine, and I think I've made it pretty clear in the course of questioning that I thought it was a payment that did merit inquiry. Senator RIEGLE. Based on its size? The C H A I R M A N . Yes, based on its size. Senator RIEGLE. 6/10 of 1 percent? The C H A I R M A N . Sure. In relation to the volume. Yes, indeed. In relation to the amount of work. Senator RIEGLE. Well, it's 10 years of time. I mean, there's a buildup to the time that they finally closed the $y2 billion order, •and $2.9 million as a percentage of that—I mean, maybe we just 136 disagree on that, but that seems to me to fall very much within the bounds of reason. In fact, I think it is on the short side. The C H A I R M A N . It was the largest payment on the largest contract they've ever made. Senator R I E G L E . Are you suggesting that there were other %y2 billion contracts and situations similar to this where there were smaller commissions paid? I mean, I don't know the history. Perhaps you know of some. The C H A I R M A N . Well, we just discussed them. I had a $28 million contract on which $90,000 was paid. Senator R I E G L E . But they said that was an altogether different set of case facts, and that is a lot different than a %y2 billion order. The C H A I R M A N . Well, Gen. Toufanian said that in his judgment the Government of Iran would not pay costs measured as a percentage of sales, even y2 of 1 percent of a $100 million transaction, which was 1/5 this size. It would be clearly disproportionate to real services and real value to the Government of Iran. Senator R I E G L E . Well, I think they've also made the point, however, that they felt that there was a legal obligation here, that they have been involved in a contractual relationship for a long period of time, and that they felt they would have to go to court to settle this thing if they were not able to work out an agreement out of court, which they finally did, and the figure was $2.9 million. I'm simply saying that that figure, as a percent of the volume of business, was of a size that would prompt one to say, on the face of it, that this looks phony. I'm just saying that it does not come close to meeting that test, at least in my mind. If it were 10 percent, or if it were 15 percent, or if there were some other sort of strange nuance; if there had been a negotiation; then I think it would not smell right, and it would not look right. And therefore, I think you would derelict if we did not pursue it, if we did not find out why there had been negotiation, and if we didn't find out why the payment had been excessively large. But I think within the pattern of the way this whole situation unfolded, I think this falls within the bounds of what an auditor would find to be a reasonable pattern of events. The C H A I R M A N . Well, Senator Riegle, it all depends on how you look at this. You could argue that what you seem to be implying, that a small bribe isn't that important. Senator R I E G L E . I ' m not saying that whatsoever. I don't think any bribe is justified. I don't think any bribe is justified. The C H A I R M A N . Well, again, you have to look back and examine what was done, and the judgment was—well, we've been over and over that. Unless you have more questions of the witness, I think we should conclude the hearing. As the Senator knows, we have a long day coming up again tomorow. Senator R I E G L E . I just want to conclude by thanking the chairman for his patience. It is seldom that we disagree on things, and it is painful when we do, because I much prefer to be in agreement with the chairman than in disagreement. And I suspect that will continue to be the case once we get this particular issue resolve. 137 The C H A I R M A N . I want to thank you very much, Mr. Soutter. You are a fine witness, and obviously are most responsive and thoughtful. And we are very grateful. Thank you very much. The committee will stand in recess until 9 o'clock tomorrow morning. [Whereupon, at 5:45 p.m., the hearing was adjourned until 9 a.m. the next morning.] [The following statement from Senator Schmitt was received for the record:] STATEMENT ON MILLER CONFIRMATION BY SENATOR HARRISON SCHMITT I will vote for G. William Miller's confirmation as Chairman of the Federal Reserve Board. In private conversations and testimony, Mr. Miller has come across as a much more responsible individual with respect to monetary policy and his independence from the White House than I had originally believed him to be. The investigation of the Bell Helicopter transactions in Iran has established that Mr. Miller did not have any knowledge of those activities, including the alleged irregularities, during the transactions. Further, it established that later, for a different reason, he and his general counsel agreed to look at this particular payment of a commission and termination fee to Air Taxi of $2.9 million to see if it might have any irregular connotations. The general counsel found nothing to raise his suspicions and therefore, again, Miller was not informed of any possible irregularity. Instead, his belief was reinforced that there was no problem. In fact, there may not have been any problem. It turns out that this was a very small commission, about 6 percent of the total price, considering the size of the sale of 489 helicopters to Iran. Finally, I believe Mr. Miller is a man of great experience, maturity, with a dedication to public service as well as private service. In the course of this very extensive investigation, I believe we came very, very close to discouraging not only Mr. Miller but many other individuals from ever exposing themselves to a confirmation process. Mr. Miller's hearing not only required that he prove his innocence of any wrongdoing anywhere in the past but that he also prove that his associates are innocent of any wrongdoing anywhere in the past. To prove innocence is not the basis of our justice system. In the absence of proof of guilt, innocence is presumed, and should be. The investigation conducted by the Banking Committee came very close to requiring the proof of innocence. The merits of Mr. Miller's confirmation should be judged on the basis of (1) an adequate monetary philosophy, (2) an adequate independence of the White House, (3) no evidence whatsoever that he told anything but the truth, and (4) that he is a man of great ability, competence, maturity and experience. Miller is the type of person we need to attract to our Government. CONTINUATION OF THE NOMINATION OF G. WILLIAM MILLER TUESDAY, F E B R U A R Y 28, 1978 U.S.. SENATE, C O M M I T T E E ON B A N K I N G , H O U S I N G , A N D U R B A N A F F A I R S , Washington, D.C. The committee met at 9 : 0 5 a.m., in room 5 3 0 2 , Dirksen Senate Office Building, Senator William Proxmire, chairman of the committee, presiding. Present: Senators Proxmire, Sparkman, Williams, Mclntyre, Cranston, Stevenson, Morgan, Riegle, Brooke, Tower, Garn, Heinz, Lugar, and Schmitt. The C H A I R M A N . The committee will come to order. This morning we have two witnesses. We have, I expect, relatively briefly Mr. [J. H. "Bud"] Orpen before us, and then we're going to have Mr. Miller, at, I imagine, somewhat greater length. Mr. Orpen, do you have a statement you would like to make? First, before you do that, let me ask you to rise and raise your right hand. Do you swear the testimony you are about to give will be the truth, the whole truth and nothing but the truth ? M r . ORPEN. I do. M r . ORPEN. I do The C H A I R M A N . All right, sir. Be seated. Now let me ask first, do you have a statement you would like to make? not. The C H A I R M A N . Will you tell us exactly what your position was with Bell Helicopter and how long, when you began your employment and when you terminated your employment? Mr. O R P E N . During what period, sir? The C H A I R M A N . Tell us when you were first hired by Bell Helicopter and what your responsibilities were. Mr. O R P E N . I was first hired by Bell Helicopter in 1 9 5 7 and joined the domestic sales organization and spent approximately six months in Fort Worth and then was assigned to the Eastern Sales area based out of New York. The C H A I R M A N . And then were assigned where? I missed that. Mr. O R P E N . I was assigned to the eastern sales division based in the New York area and later the Philadelphia area. The C H A I R M A N . Bring us up to date. Then what happened? Mr. O R P E N . Okay. Then approximately, as I recall, in 1 9 6 1 , I was asked to take over the export sales department for Bell and I re- (139) 140 turned to Fort Worth as the headquarters for that work and where I stayed until I resigned from Bell in 1969. The C H A I R M A N . Y O U left Bell in 1969? M r . ORPEN. Yes. The Mr. The ORPEN. Were you the international sales manager? Export sales manager. C H A I R M A N . And in that connection did you travel to Iran? Mr. ORPEN. Yes. Mr. ORPEN. Yes. Mr. ORPEN. Yes. CHAIRMAN. The C H A I R M A N . When you went to Iran did you go for the purpose of determining whether or not Air Taxi would be rehired in 1967 or 1968? The C H A I R M A N . Y O U did? Mr. O R P E N . Yes, among other things. The C H A I R M A N . What were your instructions? What were the other things? Mr. O R P E N . Well, we had a proposal pending for the sale of six of our military type helicopters to the Iranian Army and we wanted to present that proposal and see what our potential chances for sales would be. The C H A I R M A N . N O W were you instructed by Mr. Jose or by Mr. Ducayet or by any other executives in Bell Helicopter as to what standards you should apply in determining whether or not to hire Air Taxi? Mr. O R P E N . Well, I had discussions with Mr. Jose prior to any trip I would make and we would review the various goals and intentions in whatever country I was visiting. On this particular visit we had reached a conclusion internally -that we were not going to go along with Mr. French as our representative there under any kind of an arrangement as long as French himself could not be allowed to conduct his activities in that country. So we knew that we were going to The C H A I R M A N . Was it your understanding -that that was the reason why you wouldn't go along with Mr. French, because he was not able to get into Iran and had to work out of Beirut? Mr. O R P E N . That's primarily the reason, yes. We didn't feel he could be effective in any kind of an organization such as he was proposing without himself being there to direct the activities and this turned out to be the case by the lack of local people that we were able to discuss or meet with during the particular trip. The C H A I R M A N . All right. Now what did you know about the ownership of Air Taxi, specifically the Khatami ownership interest, before you traveled to Iran in 1967 ? Mr. O R P E N . We knew nothing really other than some rumors that had been put forth by Mr. French or Mr. Bell, his attorney. The C H A I R M A N . That was the original source? The C H A I R M A N . besides you? Mr. O R P E N . Mr. The C H A I R M A N . Mr. O R P E N . He And when you say "we knew," who else knew Pierrot and Who was Mr. Pierrot? was our export consultant based in Washington. 141 The C H A I R M A N . Who else told you about a Khatami ownership interest in Air Taxi after you reached Iran? Anybody? M r . ORPEN. N O one. The C H A I R M A N . Who did you tell at Bell Helicopter about the Khatami ownership in Air Taxi? Mr. O R P E N . I don't recall telling anybody about anything like that because I didn't know about it. The C H A I R M A N . Who at Bell Helicopter heard of Khatami's ownership interest in Air Taxi besides you and Mr. Pierrot? Mr. O R P E N . I don't know if it was ever discussed between Mr. Jose and Mr. Atkins, but Mr. Jose and I would have had discussions about some of the rumors or allegations by Mr. French or his attorney. The C H A I R M A N . What were the gists of those discussions? Mr. O R P E N . Between Mr. Jose and myself? The CHAIRMAN. Y e s , sir. Mr. O R P E N . Well, as I mentioned, it was a review of the particular goals. He was anxious for us to locate a good, reputable representative for Bell and at that time the only company we had on our list to check out was Air Taxi. The C H A I R M A N . Did Mr. Jose or anybody else at Bell Helicopter tell you that it would be improper or undesirable or against policy to hire a firm that was owned by a foreign official ? Mr. O R P E N . We all knew that from past experience with other actions and activities that had taken place in other countries. The C H A I R M A N . But was there any specific instruction in this particular case? M r . ORPEN. NO, sir. The C H A I R M A N . None? Mr. O R P E N . This was something that wouldn't be condoned by our top management at Bell. The C H A I R M A N . N O W you testified, as I understand it, that Bell Helicopter officials decided to terminate Mr. French as your agent in Iran before you went there. Is that right ? Mr. ORPEN. Yes. Mr. ORPEN. Yes. 25-067—78 10 The C H A I R M A N . Was Air Taxi the leading contender? I understood you to say that was the one you Mr. O R P E N . They were the only contender that we had at that time. We were also going to try to locate other potenially acceptable firms or individuals. The C H A I R M A N . And when was the decision made to rehire Air Taxi? Mr. O R P E N . Upon our return from that trip. The C H A I R M A N . Who made the decision? Mr. O R P E N . Mr. Jose and Mr. Atkins, upon the recommendation of Mr. Pierrot and myself. The C H A I R M A N . A S far as you're concerned then the decision was made and approved by Mr. Jose and Mr. Atkins; is that correct? The C H A I R M A N . Whom did you tell at Bell Helicopter or Textron about the decision? Mr. O R P E N . About the decision? 142 The C H A I R M A N . About the decision to hire Air Taxi? Mr. O R P E N . Well, we would have reviewed our discussions, our trip activities with Mr. Jose upon return to Bell. The C H A I R M A N . N O W you testified that Mr. Atkins knew, Mr. Jose knew—how about Mr. Ducayet ? Mr. O R P E N . I don't have any knowledge that Mr. Ducayet knew but I assume that he would have been briefed by Mr. Atkins. The C H A I R M A N . And Mr. Miller? Mr. O R P E N . I don't believe Mr. Miller would have any—at that time—interest in that particular employment. The C H A I R M A N . What type of investigation, if any, were you supposed to make into Air Taxi when you went to Iran in November of 1967? What instructions did you receive? Mr. O R P E N . Our standard instructions for a new representative was, first of all, to find an individual or company who had a good reputation in the country; secondly, who had access to the type of people that we were trying to sell so if they called up to make an appointment to present a propose or conduct a briefing they would be acceptable. The C H A I R M A N . Well, now you have testified that you had heard before you left from Mr. Bell, Robert Bell, his allegations that Khatami owned Air Taxi. Were you instructed to check that out at all? Mr. O R P E N . I could have been but I don't recall specifically. The C H A I R M A N . Y O U don't recall whether you were or not? Mr. ORPEN. NO. The CHAIRMAN. H O W ? The C H A I R M A N . Were you supposed to check into the ownership of Air Taxi at all? Mr. O R P E N . A S near as we could, yes. Mr. O R P E N . Well, to find a copy of their financial statement and to determine their financial stability. The C H A I R M A N . Were you asked to determine whether there was any governmental, military, or royal family connections? Mr. O R P E N . I don't recall being asked specifically that point but I could have been asked. The C H A I R M A N . And were you asked to check whether or not or who the officials were or who the owners were in fact so you could get them by name? Mr. O R P E N . I don't remember specifically, but either Mr. Pierrot or myself I'm sure would have brought that point up. The C H A I R M A N . Did you talk to U . S . embassy or military personnel in Iran or American businessmen or defense contractors about Air Taxi ? Mr. O R P E N . We talked to the U . S . Embassy people as another check of the company to see what they knew about this company, if they were—if they had any reason to feel that they would not be an acceptable representative of Bell Helicopter Co. The C H A I R M A N . Was it considered important that Air Taxi would have connections with the royal family or with Gen. Khatami? Mr. O R P E N . Yes, and we knew 143 The C H A I R M A N . Y O U say that would have been a positive element in your choice? Mr. O R P E N . Yes. By connection, I don't mean ownership but access and knowledge of the royal family. The C H A I R M A N . Well, although you say you had knowledge before you left that Robert Bell had made this allegation, you don't recall whether or not you tried to determine whether or not Gen. Khatami actually had an ownership in Air Taxi? Mr. O R P E N . Not specifically, but it's very possible we did. The C H A I R M A N . What did the U . S . Embassy and military personnel in Iran tell you ? Mr. O R P E N . Well, among other things, if you mean specifically about Air Taxi The CHAIRMAN. Mr. ORPEN. NO. Mr. ORPEN. NO. Yes, sir. Mr. O R P E N [continuing]. That there was no reason in their mind that Air Taxi would not be a good representative for us. The C H A I R M A N . My time is up. Senator Brooke. Senator B R O O K E . Mr. Orpen, in November of 1 9 6 6 , Robert Bell, an attorney representing William French, Bell Helicopter's agent in Iran from 1964 to 1967, met with Mr. Jose and Mr. Ducayet, and at some time with Mr. Feliton, to discuss Gen. Khatami's alleged interest in Air Taxi and his desire to acquire an interest in Mr. French's firm. Were you aware that such meetings took place? Mr. O R P E N . I was not a party to any meetings by attorney Bell on his visits. Senator B R O O K E . I asked whether you were aware that such meetings took place, not whether you were a party to them. Mr. O R P E N . I knew that Mr. Bell had made several trips to the factory to talk to Mr. Jose and I don't know if he talked to anybody higher than Mr. Jose or not. Senator B R O O K E . When did you become aware that Gen. Khatami had an interest in Air Taxi? Mr. O R P E N . I would assume that it would have been pointed out in one of Mr. French's letters or attorney Bell's letters to the export department. Senator B R O O K E . D O you remember what year that would have been ? Mr. O R P E N . Probably 1 9 6 6 , the time frame after he was trying to form some other company that would be able to do business in Iran. Senator B R O O K E . Having that knowledge, did you impart that information to Mr. Jose? Mr. O R P E N . Well, Mr. Jose received copies of the same correspondence that I got, so I assume that he was also aware of this. Senator B R O O K E . Did you personally discuss it with Mr. Jose? Mr. O R P E N . I don't recall a personal discussion of it. Senator B R O O K E . Did you personally discuss it with Mr. Ducayet? Senator B R O O K E . Did you ever at any time impart that knowledge to Mr. G. William Miller ? 144 Senator BROOKE, D O you have any personal knowledge that Mr. Miller at any time knew that Air Taxi was owned in part or in full by Gen. Khatami ? Mr. O R P E N . I'm sure that he did not. I don't think this would have been a point that would have been of particular interest to him at that time. I think he trusted the Bell officials to be discreet and selective in their choice of representatives. Senator BROOKE. And you say you're sure that Mr. Miller did not know of this ownership or part ownership ? Mr. O R P E N . I would say I have no reason to feel that he would have been briefed specifically about this point. Senator BROOKE. But at least at no time did you have any conversation with him ? M r . ORPEN. NO, sir. Senator B R O O K E . Nor did you have any knowledge of anyone else imparting that knowledge to Mr. Miller? Mr. O R P E N . That's correct, sir; I did not. Senator BROOKE. Did you communicate in any way in correspondence to Mr. Miller information concerning Khatami's ownership interest in Air Taxi? M r . ORPEN. N O , sir. Senator BROOKE. Did Mr. Miller personally ? M r . ORPEN. N o , you have occasion to frequently meet with sir. Senator BROOKE. Did you ever meet with him on business matters pertaining to Bell Helicopter? Mr. O R P E N . Only more or less socially primarily during one of the Paris Air Shows when he was in France. Senator BROOKE. But in the so-called chain of command in Textron and Bell Helicopter, you did not have occasion to meet with Mr. Miller on any matters pertaining to Bell Helicopter? M r . ORPEN. I d i d n o t . Senator BROOKE. And any written communication that you made would have gone through channels, is that correct, and may or may not have reached Mr. Miller? Mr. O R P E N . I assume they did not. Senator BROOKE. Did you ever personally meet Gen. Khatami? M r . ORPEN. Y e s . Senator BROOKE. Where did you met him? Mr. O R P E N . On the visit that Mr. Pierrot and I made together with Mr. Kling from our company in late 1967. Senator BROOKE. And who was present at that meeting? Mr. O R P E N . Mr. Pierrot and myself. Senator BROOKE. H O W long did the meting last? Mr. O R P E N . Oh, the actual face-to-face contact with Gen. Khatami was probably only 15 minutes. Senator B R O O K E . Where did the meeting take place? Mr. O R P E N . In his home in Tehran. Senator B R O O K E . And what was the purpose of the meeting and who requested the meeting? 145 Mr. O R P E N . Mr. Pierrot requested it and we both felt it would be a good idea because we wanted to further our sales proposals that we were making at the time to the Iranian Army. Senator BROOKE. Why did you feel that Gen. Khatami was important ? Mr. O R P E N . Because he was the chief of the Iranian Air Force and part of our sales duties in any country visit was to reach the highest level of potential contact that we could make. Senator BROOKE. At this meeting did Gen. Khatami volunteer the information that he was an owner of Air Taxi? M r . ORPEN. N O , sir, i n n o w a y . Senator BROOKE. Did anybody at that meeting ask Gen. Khatami whether he was an owner of or partner in Air Taxi? Mr. O R P E N . NO, sir. It was a social visit, Senator. Senator BROOKE. Purely social, you did not get into any technical matters at all? M r . ORPEN. NO. Senator BROOKE. Y O U ownership of Air Taxi? M r . ORPEN. N O , did not at any time discuss the question of sir. Senator BROOKE. At no time discussed having Gen. Khatami use his good offices in behalf of Bell Helicopter? Mr. O R P E N . Absolutely not. We wouldn't have asked that question. Senator BROOKE. And so you would characterize it as a purely social meeting and of no real substance ? Mr. O R P E N . Primarily, that's correct, other than we did mention our interest in the potential helicopter sale to the Iranian Army which was one of the reasons for our visit, as I previously mentioned. Senator BROOKE. Did you ever meet Mr. French? Mr. O R P E N . Many times. Senator BROOKE. And what business did you have with Mr. French specifically ? Mr. O R P E N . Well, at the time he was our sales representative and we were trying to promote sales in Iran. It started out first mainly with the potential commercial sales. We were selling both commercial helicopters as well as military helicopters and the two—the best prospects that Mr. French had on my first visit with him was the electric company as well as the Iranian oil company for the use of civilian helicopters. Senator B R O O K E . Did you know that Mr. French had been denied reentry into Iran? M r . ORPEN. Y e s . Senator BROOKE. Did you Mr. O R P E N . Only through Senator BROOKE. Did you know the reason why? what Mr. French informed us. have reason to believe Mr. French? Mr. O R P E N . I had no reason not to, but it was a matter that he had to clear up himself without our intervention in any way. Senator BROOKE. D O you think that your company did anything illegal or unethical in its negotiations with respect to the purchase of thepo 489 helicopters? 146 Mr. O R P E N . Well, I know nothing about the purchase of that number of helicopters because this took place after I left Bell. Senator BROOKE. Let me rephrase the question. Mr. O R P E N . After all, knowing our company policies and the officers of the company, I know that they would never have condoned any act that would be considered subversive or under the table payments or that sort of thing. Senator BROOKE. Did you know while you were with Bell Helicopter of any company or corporate policy that prohibited any payment to foreign government officials? M r . ORPEN. Y e s . Senator BROOKE. H O W was it imparted to you, did you read it or hear about it? Mr. O R P E N . There was nothing in writing on it but we had sometimes discussed about the real world out there and what was going on by other competitors of ours in Europe trying to sell helicopters to the same countries that we were trying to sell them to and we knew that there were payments of this sort of thing made by these other companies, but any time we even suggested anything near that it was given a very cold shoulder by Mr. Atkins and by Mr. Ducayet. So we knew it was their policy not to condone any such acts. Senator BROOKE. Did you understand this to be the policv of G. William Miller? Mr. O R P E N . Well, I can't say for that, but I ' m certain that—I know for sure it was not Bell's policy and Bell was part of Textron. Senator BROOKE. It was Textron's policy and Bell's policy ; is that correct ? Mr. O R P E N . I would assume that it is. I can only speak for Bell Helicopter. Senator BROOKE. For whom do you work now, Mr. Orpen? Mr. O R P E N . I work for an air taxi company in St. Croix, Y . I . I ' m a seaplane captain for Antilles Airboats. Senator BROOKE. Thank you. My time is up. The C H A I R M A N . Senator Sparkman. STATEMENT OF SENATOR SPARKMAN Senator S P A R K M A N . Mr. Chairman, I would like first of all to read a brief statement that I have prepared. I regret very much that the debate on the Panama Canal treaties has prevented me from attending all of the committee sessions on this nomination. However, I have been here for some of the proceedings and I have kept up with it through the staff. I want to join with others on the committee who have complimented the committee staff on their investigation of this matter. I think it's been one of the toughest, most thorough investigations that I have ever seen by the committee. To me that is very significant because so far as I have been able to determine from the results of that investigation there has been no evidence that the nominee has been guilty of any wrongdoing. If there is any such evidence, it certainly should have come out by now or at least it should be pre- 147 sented today. Otherwise, the nomination should be acted upon by the committee forthwith and in my judgment it should be acted upon favorably. I want to say that I think it's not good for the country to have this position remain unfilled. While there is justification for the delay—and by the way, I voted in favor of extending the hearings— but I think that certainly we ought to complete these hearings today. It may be that some of the revelations require further scrutiny by other governmental bodies. I understand the Securities and Exchange Commission is already looking at some of them, but unless there's something yet to be revealed to the committee bearing upon the nomination itself, I can see nothing to be gained by prolonging the matter further. I am pleased that Mr. Miller has the opportunity this morning to address the numerous allegations and insinuations that have been tossed around and I look forward to what he has to say. Let me say, Mr. Chairman, I have to go to the Foreign Relations Committee and be there at 10 o'clock. We have a very heavy schedule today, a very important schedule, so I feel I must go over there. I wrote out a proxy yesterday to Senator Morgan and he told me he would be in and out, but it was my impression that I wrote the proxy covering both days, but if it's not actually written out I would like to say now that when Senator Morgan comes in he will have my proxy. Senator B R O O K E . Will the Senator yield ? The C H A I R M A N . May I say to the Senator that under the committee rules I understand the committee can only vote by unanimous consent and I don't think there will be unanimous consent with a matter of this gravity—in 24 hours after the transcript of the last hearing has been made available to the committee members. Now if this is the last day of hearings—and it very well might be—that wouldn't be available until probably Wednesday and that would mean that we couldn't vote until Thursday, but I would agree wholeheartedly that unless other members have strong feelings about additional witnesses that I see no reason why at this moment we can't proceed and vote this week on the nomination. Senator B R O O K E . Will the Senator yield ? Senator S P A R K M A N . Sure. STATEMENT OF SENATOR BROOKE Senator B R O O K E . I certainly would agree with everything that my distinguished colleague, Senator Sparkman, has said. I think that the monetary policy concerns of the country are of such magnitude that certainly none of us can countenance any delay in acting on this nomination. I would disagree that there have been allegations and insinuations against G. William Miller. There have been no such allegations nor insinuations to my knowledge. As I understand it, we have been ascertaining just what Mr. Miller knew relative to the ownership of this company described as Air Taxi, and what he did, if anything, about it. And to date there has been no evidence linking Mr. Miller 148 either to any activity or to any knowledge of the ownership of Air Taxi by Gen. Khatami. I would certainly agree that if we do not have any additional information we should not prolong these hearings. To the best of my understanding, Mr. Chairman, the only witness after Mr. Orpen is Mr. Miller, who has already been before us and who has denied any knowledge about the ownership of Air Taxi. I certainly don't expect that Mr. Miller's testimony will be changed before the committee this morning, particularly since no evidence has been introduced by any witness that would indicate that Mr. Miller knew about the ownership of Air Taxi. So failing in that, obviously it seems to me that there would be no further witnesses and we could terminate the hearings. I don't like, however, to see us say that we must end the hearings today or at any particular time until we have completed our job; but I expect that our job will be completed soon after G. William Miller testifies today. Then it seems that, as the chairman said, it would just necessitate the transcripts (being made available for the information of those Senators who, because of other duties, could not attend all of these hearings. Thus, within a day or so of publishing the last transcript, we could take a vote. I don't know of anybody who wants to delay these hearings or does not want to get on with a vote on the confirmation of Mr. Miller. And I don't think we ought to get the impression, or leave the impression on the record, that there has been any effort to delay the confirmation process or that there have been any personal allegations or insinuations against G. William Miller. I have been at all of these hearings. I have heard no allegations. T have heard no insinuations against him personally. I have heard that there was knowledge by some officials in Bell Helicopter to the effect that there was ownership of Air Taxi by Gen. Khatami. I think Mr. Orpen himself is one. Mr. Jose certainly was another. Mr. O R P E N . That was only by allegation, sir. Senator BROOKE. I beg your pardon? Mr. O R P E N . That was only by rumor. Senator BROOKE. Yes. That's what I'm saying. Then, of course, we have certain documentation before us as well. But leaving that as it may, we have nothing that imputes this to G. William Miller and that's, of course, the scope and the subject of our investigation. The C H A I R M A N . I might point out to the Senator from Massachusetts, that the committee—I neglected to say and it was my fault because I should have recalled it—the committee did indicate that we invited Mr. Zanganeh and another Iranian citizen to appear before the committee. The staff tells me that as of this moment we have not heard about that and Senator T O W E R . And you're not likely to. The C H A I R M A N . Well, we'll have to decide after we complete the hearings today whether to wait for such a response. Senator S P A R K M A N . Mr. Chairman, I agree with everything both of you have said. I simplv wanted to point out my feelings that we need a .chairman of the Federal Reserve Board at work and I did not intend to say that the insinuations with reference to Mr. Miller 149 have originated in this committee. I think some of the testimony may cast doubt upon his fitness for the job, but there have been insinuations in the press and the Securities and Exchange Commission I understand is checking into it. So it does present some kind of a cloud as I see it. I want a perfectly fair hearing and, at the same time, I hope we can get this important post filled. The C H A I R M A N . Thank you, Senator Sparkman. Senator Tower. Senator T O W E R . Thank you, Mr. Chairman. Certainly there has been no allegation or insinuation but perhaps just a little soupcon. I want to associate myself with the remarks made by my distinguished colleague from Alabama. I think if we prolong this we cast a cloud on a fine and honorable businessman of good reputation and inhibit him in his ability to do his work as Chairman of the Fed. I might say that I am delighted that the President looked to the business community for a man to place in this position and I think that that kind of experience is the kind that should be brought into considerations of monetary policy, particularly one that has had some experience in the international arena, when you consider the sorry state of the dollar these days. Mr. Orpen, in your capacity as the export sales manager of Bell, do you have much personal contact with Mr. Miller ? Mr. O R P E N . Very little, sir. Senator T O W E R . In other words, it was infrequent? Mr. ORPEN. Yes. Senator T O W E R . Were you ever told by Mr. Miller not to bother him with details but to get on with it and do whatever is necessary to conclude a deal with the Iranians? Mr. O R P E N . N O , sir. We never discussed the Iranian picture. Senator TOWTER. Were you ever instructed by Mr. Miller specifically to avoid any questionable practices? M r . ORPEN. NO, sir. Senator T O W E R . S O you received no instructions M r . ORPEN. NO. Senator T O W E R . Ordinarily, instructions to from him; right ? you would come through channels, would they not, and not directly from Mr. Miller to you? Mr. O R P E N . That's correct. Senator T O W E R . About how many levels of the administration would you consider that would separate you from Mr. Miller? Mr. O R P E N . Well, my main contact Senator T O W E R . Looking at the lines of control and authority and responsibility and accountability. Mr. O R P E N . Mr. Jose was my immediate superior and then he would from there brief Mr. Atkins. Occasionally I would brief Mr. Atkins. Mr. Atkins would, in turn, brief Mr. Ducayet and then Mr. Ducayet or both Mr. Atkins and Mr. Ducayet would have contact with Mr. Miller. Senator T O W E R . S O roughly about three or four levels of administrative controls separated you from Mr. Miller; right? Mr. ORPEN. Yes. 150 Senator T O W E R . I have no more questions, Mr. Chairman. The C H A I R M A N . Senator Eiegle. Senator R I E G L E . Thank you, Mr. Chairman. First of all, I appreciate your appearance before the committee today and the responses that you have given. Can you tell me what the circumstances were that caused you to leave Bell some years ago? Mr. O R P E N . Yes, sir. There were two main reasons. One was that I was involved in what I considered to be an excessive amount of travel which took me away from my family and that situation wasn't going to improve. Then, secondly, there was a new vice president brought in from outside the company whom I didn't feel I wanted to train. Senator RIEGLE. That you didn't want to train? Mr. ORPEN. Mr. ORPEN. Yes. Senator RIEGLE. Would you say that your work career with the company was generally a satisfactory one ? Did you find it a good company to work for before the new vice president was in? Mr. O R P E N . Very much so. I enjoyed my association. Senator RIEGLE. And did you find it to be, in terms of your experiences in the business world before and since, an honorable and reputable company? Mr. O R P E N . Very much so. Senator RIEGLE. H O W would you compare the ethical tone of the company with the ethical tone of other companies that you have had a chance to see before or since,? Mr. O R P E N . Well, much higher than any of our foreign competition. I think it would be on the level with some of the practices of our American corporations which were good competitors of ours. So I couldn't have asked for working for a company with higher respect. Senator RIEGLE. Did that ever put you at a competitive disadvantage in sales situations in foreign countries? Mr. O R P E N . Yes, but any time I complained about it Mr. Atkins would say, "Well, we've got the best product. They've got to come to us anyway," which has proven to be the fact. Senator RIEGLE. S O you found that having to adhere to a pretty rigid ethical code actually set you apart from some of the competitors that you found yourself having to try to out-compete in these marketing areas? Mr. O R P E N . Well, many times there was a disadvantage. Senator RIEGLE. Were you ever aware of a time when an improper suggestion was made by a possible foreign buyer or intermediary for a foreign buyer where the suggestion was made that some kind of a kickback or under-the-table arrangement would breech the deal and where that was in turn rejected by your company ? Senator Mr. Yes. RIEGLE. ORPEN. Yes. Your answer is yes? Senator R I E G L E . Did that happen once or more than once? Mr. O R P E N . T O my knowledge, that I was aware of, about a half dozen times. 151 Senator RIEGLE. S O you're aware of half a dozen situations where Bell could have received business if it had been willing to accept those practices and where in fact it rejected the business because of those practices? Is that your testimony? Mr. O R P E N . That's my testimony; yes, sir. Senator RIEGLE. Were those in one country or in a variety of countries ? Mr. O R P E N . A variety of countries. Senator RIEGLE. In a variety of countries? Mr. O R P E N . Yes, and Iran was not one of them. Senator RIEGLE. And Iran was not one of them. So in other words, it not only was your observation that you were being asked to adhere to a higher ethical standard than other people in the same business you were in, but you actually can recall at least six incidences where you were compelled to reject business that had as a part of it some kind of an under-the-table component? Mr. O R P E N . Yes. That doesn't mean that we necessarily lost the business. Senator RIEGLE. Well, I take it that you mean you just worked harder to try to secure a sale in that area rather than succumb to that kind of inducement by whoever was trying to put the deal together ? M r . ORPEN. Yes. Senator RIEGLE. Did I understand earlier that you had or had not ever discussed with Mr. Atkins, now the president of the company, the question of whether or not Gen. Khatami was a part owner or in some way connected with Air Taxi? Mr. O R P E N . I would not have, to my knowledge, discussed that directly with Mr. Atkins. My discussions on that matter would have been strictly with Mr. Jose. Senator RIEGLE. S O you would not be in a position to know whether or not anybody might have said that to Mr. Atkins, at least you were not present or did not yourself pass on that suggestion to him? Mr. O R P E N . That's a correct statement. Senator RIEGLE. What was your sense in the company for Mr. Miller in terms of the kind of person that he was both as a manager and in terms of his own ethical standards? I realize that in terms of where you were located in the company at that time there was some distance between the two of you, but in terms of the general tone that he seemed to reflect, could you give us a comment on what the appearance and sense for that was in your mind as an employee of the company at that time? Mr. O R P E N . I know that my own impressions of meeting him plus anything that filtered down in conversations with members of our executive staff at Bell were all highly favorable of Mr. Miller, that he was a very sharp individual and couldn't have asked for someone more knowledgeable about business practices to work for. Senator RIEGLE. Was there ever a suggestion by anybody that you talked with in the company that he would be a corner-cutter or somebody who might say one thing and do another, or was a person who was in any way just not exactly on the level? 152 Mr. O R P E N . I heard no negative comments whatsoever about Mr. Miller. Senator R I E G L E . I assume that if there were a feeling by people in the company that he possessed any of those kinds of negative characteristics that those things tend to rattle around the pipes and presumably you would have heard that if that was something that others thought? M r . ORPEN. Yes. Senator R I E G L E . Let me just for a minute talk about Iran. I sense—I have not been to Iran, but I sense that it's a more or less one-man operation and we can talk about Gen. Khatami and others, but when it boils right down to it the Shah is basically the center of influence and the center of decision making and I get the feeling that there aren't too many end runs on him in that situation. Now was that your sense back at the time that you were involved? Was his power in the country apparently as absolute as it seems today ? Mr. O R P E N . Very much so, yes. Senator R I E G L E . S O in a sense, if one wants to get into the intricacies of the decision making system in Iran and, frankly, I'm not sure how relevant that is to the inquiry we have, but we are nonetheless into it—I would gather that one would almost be forced to presume that if a decision were finally made for or against one weapon system or for or against one supplier, that it's not likely to be some person lower down in the hierarchy that necessarily makes that decision but the Shah himself. Would that be a correct surmise ? Mr. ORPEN. Y e s , sir. Senator R I E G L E . Did you get the sense that the Shah had a very deep personal interest in weapons decisions and in military decisions ? Mr. O R P E N . I think all of the evidence is to that effect. I know that when he made trips to the United States and got together with our President that was certainly part of the discussion and we had this impression from the Department of Defense officials who had contact with him. Senator R I E G L E . S O would it be fair to conclude that on something as basic as the purchase of these helicopters which eventually came about in terms of a $y2 billion worth and something in excess of $1 billion worth in total since that time, that that would be both the type of decision and the size decision that the Shah himself would tend to pay direct attention to ? Mr. O R P E N . I ' m sure he would. Senator R I E G L E . S O I then assume that it would also be reasonable to think if one were trying to act as a supplier—I would assume, then, that on a matter of this size that the Shah himself would be directly involved in the decision and that an outside supplier, regardless of how they were trying to massage the internal decision process within Iran and trying to find people who might have influence in or out of the military and so forth—that the bottom line finally was the question of whether or not the Shah 153 himself was well disposed toward a particular weapons system and how he would finally make the judgment in his own mind? Mr. ORPEN. Senator Mr. Yes. RIEGLE. I S ORPEN. Yes, that correct? sir. Senator R I E G L E . Well, I think that's important because it raises the question of whether or not some clever maneuvering that might be done by a supplier to people who were lower down in the hierarchy in Iran really is the way decisions ended up being made or whether even prudent decisionmakers would think that decisions in Iran are made that way, or whether or not the hard facts of the case are that in matters of this size the Shah is really the kingpin and that all roads finally lead to that one place, and I suspect that in the case of Bell Helicopter it's very likely that in looking at this kind of decision that while one tries to presumably reach and favorably impress the people in the military hierarchy across the board —which is exactly, by the way, the way weapons procurement takes place in the United States; that's why all the weapons contractors hire up all the ex-generals and admirals and so forth, so they've got sort of a built-in constituency and as a part of a disgusting situation, but nonetheless what we face—it seems to me you have the unique situation in Iran where you've got one man rule and in the end that's basically where you either do or don't have whatever influence one has to affect a decision. So I would hope that we could keep the rest of the activity in context and at least reflect the unique set of facts that one finds in that country. I thank you for you testimony. The C H A I R M A N . Senator Lugar. Senator L U G A R . N O questions. The C H A I R M A N . Senator Schmitt. STATEMENT OF SENATOR SCHMITT Senator S C H M I T T . Mr. Orpen, are you aware of any proof that Gen. Khatami or any other official of the Iranian Government owned or in any way financially controlled Air Taxi? Mr. O R P E N . I was never able to determine that situation. Senator S C H M I T T . Mr. Chairman, I think it's unfortunate that this committee hasn't spent more time on the monetary policy and the independence Mr. Miller believes in or would have as chairman of the Federal Reserve Board. I hope that when Mr. Miller is before us this morning we can get into that. The C H A I R M A N . If the Senator would yield on that, as the Senator knows, we had Mr. Miller before us for 6 hours. The Senator and other members of the committee had all the chance in the world to question Mr. Miller on that or any other issue. Furthermore, Mr. Miller comes before us a little later. We have a chance to question him this morning and this afternoon and tomorrow and the next day if the Senator wishes to do so. Senator S C H M I T T . I fully realize that, but it seems to me the balance is wrong and although I have some reservations about some 154 of these philosophies and policies that Mr. Miller might have, I have been somewhat reassured by personal conversations with him. The question I have about the investigation into the alleged ownership of Air Taxi by Gen. Khatami—and that was the thrust of my question of Mr. Orpen—I think we still have to refer to it as alleged, at least with respect to our witnesses because they have uot been privy to some of the documentation that apparently the committee has and even that might be subject to some question—but there is no conclusive proof that I have seen of any ownership. There's been no testimony or documentation that Mr. Miller was aware or should have been aware of such alleged ownership either during the time in which the events in question took place surrounding the retention of Air Taxi as the agent for Bell in Iran or in the payment of the $2.95 million to Air Taxi as termination or commission fees or during Mr. Soutter's inquiry instigated I guess in part by the activities of Mr. Miller but not entirely. The deeper question really has become, as a consequence of the hearings—the last few hearings—the deeper question is, can we find highly qualified people who have experience and who are willing to undertake service in the Federal Government? Can we convince such people that that service is worth it? Is it worth what we put them through in order to finally prove that they are innocent of any alleged wrongdoing? I do not condone either bad management or bad ethics. I do, however, feel that along with other members of this committee— and particularly my colleague, Senator Stevenson, on the Ethics Committee—that we are continually forcing the proof of innocence and not just a proof of innocence but every time a man comes before us we are asking him again and again to prove innocence rather than accepting the continued absence of the proof of guilt as being sufficient. I wish we could vote today, Mr. Chairman. If it were in the rules of the committee I would so move that we vote on the nomination today. The economic questions remain unanswered to some degree and this committee has become bogged down in the complications and complexities of doing business in a country like Iran. I found it very educational and as a member of the International Finance Subcommittee I think it will pay off in my future dealings on that committee. Senator RIEGLE. Can you use another word than "payoff" ? Senator S C H M I T T . It probably will kick back into that activity, but that is an investigation into the procedures of certain large corporations and it should be more properly handled there than in the depth that we have gone into it here, but as the confirmation hearing of the potential Chairman for the Federal Reserve Board, I and many others I think believe this morning it's become time for the committee to leave this investigation behind us and proceed with the real business at hand. Now as I see it, there are three options facing us as a consequence of all of this. The administration might choose to withdraw Mr. Miller's name as a nominee and for us to have another nominee 155 put before us and potentially confirmed; the committee could at the appropriate time hopefully this week vote one way or the other on his confirmation and if we vote to approve Mr. Miller's nomination we take the chance thr rro may keep this matter up in the air with potential damage to his r 'ertiveness as Chairman of the Federal Reserve Board or damage to the country with respect to the continuation of an economic recovery. Now this third option, if we choose to approve Mr. Miller, requires that we exercise a great deal of judgment and that we put considerable faith in the integrity of the nominee as he has been placed before us, based on his achievements, his reputation that's been confirmed by all witnesses before us, and a long and distinguished career in not only private service but in public service. How the committee chooses to exercise that judgment I won't try to predict, but I think it's essential that wTe proceed as rapidly as possible to that time and as a consequence I will not ask any further questions of Mr. Orpen. I just strongly recommend that the chairman and the members of the committee allow Mr. Miller to clear the air as he sees fit based on the preceding results of our hearings and then to get down to the business of either confirming or not confirming his nomination. The C H A I R M A N . If the Senator would yield, the Senator has asked why we couldn't act on this today. I do think under the circumstances with the tremendous amount of testimony we have had and with the rules that have been established so that all Senators, including at least half the Senators on this committee who haven't been here most of the time, will have a chance to review the testimony before they act; that the 24-hour rule should be abided by. It would take unanimous consent to waive it and I would object under these circumstances because I don't think it would be fair to all the members of the committee if they can't have an opportunity to reflect on this. Senator S C H M I T T . Mr. Chairman, I have no objection to that delay. The C H A I R M A N . If the Senator would permit, I might point out this would only delay it 48 hours under most circumstances. Senator Brooke is dead right. We may possibly in the testimony by Mr. Miller develop a line that the committee would agree should require further inquiry. I don't think it will, but it may. So in all likelihood we will be acting within the next 48 hours. It seems to me that's rather promptly under the circumstances. Senator S C H M I T T . Well, I think that it's only appropriate that we wait. I personally feel that anybody who's paid any attention at all to these hearings one way or the other—and I think the press accounts have been quite accurate—pretty well knows now that there's been no evidence or testimony put forward that Mr. Miller in any way knew or should have known of the alleged involvement of General Khatami in Air Taxi's financial operations. On that basis, then I would say that unless Mr. Miller contradicts himself in his testimony later today, which I don't think he will, I don't think that this part of our discussion is any longer relevant and that's 156 why I wish to proceed as rapidly as possible to vote as soon as the committee rules and the Senators involved will permit. I have no further questions. The C H A I R M A N . Senator Heinz. Senator H E I N Z . N O questions, Mr. Chairmaii. The C H A I R M A N . Are there any further questions of Mr. Orpen? [No response.] The C H A I R M A N . If not, Mr. Orpen, I want to thank you very, very much. As the other witnesses, you have done an excellent job and I know it isn't easy for you to come before the committee. We express our gratitude to you for having done so. Thank you very much. Now we would like to ask Mr. Miller to come forward. Mr. Miller, will you rise and raise your right hand, sir? Do you swear that the testimony you are about to give will be the truth, the whole truth and nothing but the truth? Mr. MILLER. I do. The C H A I R M A N . Be seated. Would you like to make a statement to the committee? There's been a lot of water over the dam since you were here last and we will be happy to hear whatever you would like to say. STATEMENT OF G. WILLIAM MILLER, CHAIRMAN OF THE BOARD, TEXTRON; NOMINEE TO BE CHAIRMAN OF THE FEDERAL RESERVE BOARD Mr. M I L L E R . Mr. Chairman and members of the committee, I do want to thank you for giving me this opportunity to be back with you today in order to clarify some of the matters that have arisen. Let me say that when President Carter invited me to serve in this position, I looked at my personal life and at my business life, and I honestly knew of no circumstances that would in any way embarrass the President or the Senate or the Federal Reserve or Textron or me or my family. I accepted his invitation on the belief that that was the case. As you know, the allegations about Air Taxi came as a complete surprise to me. At the previous hearing I testified—and I want to confirm now—that I had no knowledge of any undisclosed ownership by Gen. Khatami in Air Taxi. I also stated then—and I would like to confirm now—that had such ownership existed and been known to me I would not have approved the contractual payments to Air Taxi. In the course of this committee's investigation, there has been no suggestion that I knew of an undisclosed ownership. In this Air Taxi matter I dealt with James F. Atkins, the president of the Bell Helicopter Division of Textron, and there has also been no suggestion that he knew of any such undisclosed ownership. In my opinion, Mr. Atkins is a highly competent executive and a person of honor and integrity. I believe that I was fully justified in relying upon him to handle the Air Taxi matter. He has testified here that he had no knowledge or reason to believe that Gen. 157 Khatami had an undisclosed ownership interest. He therefore could not have intended that any of the money paid to Air Taxi would go to Gen. Khatami. Likewise, at no time did I have any intention that payments to Air Taxi would benefit any military or civilian official of the Iranian Government or that such payments would be for any purpose other than compensation of a legitimate sales representative. I think the witness this morning confirmed that that has been our policy and it continues to be our policy. It seems to me that I should not reasonably have been expected to discover such an undisclosed ownership under the circumstances. If Gen. Khatami did have an undisclosed interest in Air Taxi, then Mr. Atkins and I have been deceived. Deception by others certainly should not be the basis for impugning the integrity of innocent parties. A word about Textron. In 1973 I was president of the company serving both as chief executive officer and chief operating officer. There were then about 30 divisions. Bell Helicopter was one. There were 60,000 or more employees operating through about 200 plants and major facilities throughout the United States and in many countries of the world. The company was growing and has continued to grow. Supervision of such an enterprise is a demanding task, and it was necessary for me to delegate substantial responsibilities to corporate group officers and to division presidents. I also relied upon corporate staff. The performance record of the company has been excellent. Textron endeavors to maintain the highest standards of conduct. This has been a subject discussed at every major management meeting during my 22 years with the company. The subject has been continuously covered at divisional review meetings, at controllers meetings, at executive training programs, and in a variety of other forums. Written statements and guidelines and special memos have been widely circulated. The record of corporate conduct has been good. As might be expected in a company of such scale and scope, there have been a few instances of shortcomings. In such a large company, I cannot guarantee to this committee that there will not be isolated cases of noncompliance with company policy in the future. Textron employees are dedicated, competent, loyal, honest men and women, but it is inevitable that some individuals will fall short of their responsibilities from time to time. To assure that Textron maintains high standards, there is a regular process of internal and external audit to verify compliance with company policies. There are also Government contract audits, GAO audits, Internal Revenue audits; we are audited as much as a bank. For the past 2 years Textron has also required statements from over 1,000 key employees certifying as to the absence of any knowledge of illegal, improper or questionable payments. All these company procedures include as a purpose the detecting and correcting of noncompliance. Textron management has strived to be diligent to its commitment to excellence. Textron's reputation is important to me, and I feel 25-067—7S 11 158 a great responsibility to its present 65,000 employees and 90,000 shareholders to maintain the company's good standing. I am therefore anxious to assist this committee in any way I can to reach a conclusion on this matter which I feel confident will confirm Textron's good name. In the process, I hope I will be able to merit your affirmative judgment as to my own qualifications and integrity. Thank you very much. The C H A I R M A N . Thank you very much, Mr. Miller. Mr. Miller, when you testified before here the last time, you said, and I quote, "In 1973 or in 1969 before the law or after the law, I would be opposed to paying money to agents, money which goes to government officials buying goods from us." Now that's an excellent policy. However, let's look at the facts. First, Gen. Khatami owned Air Taxi. Second, Air Taxi was and is Bell Helicopter's agent in Iran. Third, Gen. Khatami and Air Tnxi helped Bell Helicopter get its biggest contract, a minimum of $500 million. Fourth, responsible management officials at Bell Helicopter were told that Khatami owned Air Taxi. So Bell Helicopter paid $2.9 million a substantial part of which went to Khatami through Air Taxi. To me, the facts ring loud and clear. Senator S C H M I T T . Mr. Chairman, will you yield at that point? The C H A I R M A N . N O . T O me, the facts ring loud and clear. Textron bribed Khatami. In retrospect, Mr. Miller, do you believe everything you could have or should have done was to guard against improper payment? Mr. M I L L E R . Senator, I disagree with everything you said. The C H A I R M A N . All right. In the first place, Gen. Khatami owned Air Taxi. Mr. M I L L E R . I have no knowledge of that. I have heard no testimony and I see no evidence to that effect. The C H A I R M A N . Have you read the record we have provided here ? Mr. M I L L E R . Senator, I am not going to defame a dead man. I have no such knowledge. The C H A I R M A N . Have you had a chance to read the record that we have provided here? Mr. M I L L E R . The stack of books? Of course not; no, sir. The C H A I R M A N . Well, then, how can you make the flat Mr. M I L L E R . I'm here to testify about myself, sir. The C H A I R M A N . Well, I'm not asking you whether you knew at this point. Mr. M I L L E R . I see. Well, Senator, if you know that he was an owner, you know something I don't know. I say that's a statement and I accept it. But I don't know that he was an owner and I do know my company did not bribe anybody. You're saying we bribed Gen. Khatemi, and that means that Mr. Atkins or I must have had an intention to do so. Bribery does not exist if somebody surreptitiously obtains money from Textron. A bribe is a payment which must include an intent to influence a decision. I do not believe Mr. Atkins paid money to influence a decision. I know that I did not 159 authorize such a payment or approve it, nor would I do that or condone it at any time, any place, anywhere. So I'm sorry, but I think that you made a conclusive statement which is interesting. It's an interesting speech, but it doesn't give me a question 1 can answer. The C H A I R M A N . Well, let's go over these points one by one. I say Gen. Khatami owned Air Taxi. You say you don't know whether he did or not. Is that correct? Mr. M I L L E R . I have no knowledge of his ownership. I find nothing in the record of the summary report that would verify it. The C H A I R M A N . Y O U find nothing in the summary report that would verify that? Mr. M I L L E R . I find allegations, sir, but I do not find evidence with which I would be willing to defame a man. The C H A I R M A N . Would you deny the fact that until 1 9 6 5 it wTas official on the official record that Gen. Khatami was an owner of Air Taxi? Mr. M I L L E R . Senator, I would say that your report states that, but I have not seen the documentation. The C H A I R M A N . Well, we have the State Department letter in response to our inquiry. Mr. M I L L E R . I have not seen it. If you say he was an owner of record at that time, I don't dispute it. The C H A I R M A N . Did your company ever check the public records to determine whether or not Gen. Khatami owned Air Taxi during that period of time? Mr. M I L L E R . In 1965 ? I have no knowledge of it. The C H A I R M A N . During much of that period they were your agent in Iran. Mr. M I L L E R . Well, sir, at that time we did practically no business in that part of the world, and my attention was on other matters of current interest and importance. I was not.—as I said before—I was not at all aware of the Air Taxi representation before 1965 or after until the 1970's. It became necessary for me to become interested then as business began to develop; it became a matter that, would come to the attention of the president of Textron then because of its scale and importance. The C H A I R M A N . Well, let me go over these points again. Air Taxi is Bell Helicopter's agent in Iran. Is that correct? Mr. M I L L E R . It is. Since 1973, it has not been the sales representative in Iran for government business. It continues to be our sales representative in Iran for civilian helicopters. The CHAIRMAN. 1973? Mr. M I L L E R . I do not believe we have sold any civilian helicopters during that period. The C H A I R M A N . Would you deny that Gen. Khatami and Air Taxi helped Bell Helicopter get its biggest contract? Mr. M I L L E R . Air Taxi was the sales representative that participated and assisted in obtaining the order in 1973 for 489 helicopters, which is among the largest orders we have ever received. I think that we may have had contracts with the U.S. Army that ran to larger numbers over their life. 160 The C H A I R M A N . Would you deny that responsible management officials at Bell Helicopter were told that Khatami owned Air Taxi ? Mr. M I L L E R . I have heard testimony that Mr. Jose and Mr. Orpen, who testified here this morning, had heard of that rumor. The C H A I R M A N . They were told it. Mr. M I L L E R . Told it. The C H A I R M A N . Told it by attorney Bell. Mr. M I L L E R . Sir, someone who tells you something may or may not know the facts himself. The person who told it may have believed it; the person who heard it may not have believed it. I heard the testimony you heard, which says that these gentlemen understood this to be a rumor. I heard Mr. Orpen say this morning that his purpose was to be sure that we had a reputable sales representative in Iran, and that it would be wrong and would not be condoned by the company if there was any ownership or participation from government officials in that sales representative. He said that just a few minutes ago. The C H A I R M A N . This is more than a cocktail rumor. This was an attorney who came to your office, sir Mr. M I L L E R . My office? The C H A I R M A N . I beg your pardon. Not your office. Who came to the office of Bell Helicopter in Fort Worth for a business purpose who sat down and talked to some of your officials. They admitted that they heard from Mr. Bell that this was the case. It wasn't a matter of picking this up somewhere or somebody saying maybe this is true, maybe not. He came and made that assertion and he represented the man who was your agent at that time in Iran and he wrote a letter to you—he wrote a letter to Bell officials in which he made this assertion in writing. The document is in the files. Mr. M I L L E R . Senator, I have heard the testimony you have heard, and we can all go back and read it. I don't think my purpose should be to interpret testimony before this committee. I think you are able to interpret the testimony. The C H A I R M A N . When you testified before the committee I asked you about an investigation you had developed and a report about questionable payments. You said, as I recall, and as I understand the record reflects, that you conducted no specific investigation. Later we found that Mr. Soutter had done an internal investigation focused on the $2.9 million. After the issuance of a subpoena, that document was supplied to the committee. Now why didn't you inform me at your confirmation hearing that Mr. Soutter had conducted an internal investigation on the $2.9 million payment? Were you fearful that the inadequacy of the investigation might prove embarrassing? Mr. M I L L E R . Senator, I may be in error, but I think the investigation you are talking about now was one in 1975, and I think we were talking about 1973 at my confirmation hearing. So I may have been confused, but I had no reason not to inform you and would be delighted to inform you now that Mr. Soutter reconfirmed to me in 1975 that the transaction appeared from his review to be a proper commercial transaction with no indications that he 161 could find of any questionable aspects. I would be happy to confirm it to you here. The C H A I R M A N . When I asked you about the investigation of questionable payments, did you simply forget that that investigation had been conducted or did you not consider it an investigation? Mr. M I L L E R . If your question was about questionable payments in general, I may have misinterpreted it—I certainly apologize if I did not get my time frame correct. I think I said at that time, however, that I was sure I had my attorney look this matter over. I believe I said that, but perhaps I did not. The C H A I R M A N . Well, we can't find anything in the transcript in your response with respect to 1973. Mr. M I L L E R . 1973, sir? The C H A I R M A N . Y O U just said Mr. M I L L E R . I said I may have had the time frame wrong, but I certainly didn't intend not to inform you. And, as I say, my recollection is that I did inform you that I was sure I had had my attorney check the matter. The C H A I R M A N . N O W in your testimony before this committee you said that the $2.9 million payment had been through the group vice presidents. It's curious to me that despite three amendments to the contract and the payment of a substantial commission that was discussed at the highest levels, there were no memos written. It appears to me that great care was taken to see to it on this questionable payment nobody left a paper trail. Mr. M I L L E R . I'm not sure that I understand the first part of your statement about group vice presidents. I don't recall any statement about group vice presidents. But in any case, let me be perfectly responsive to what I think is the thrust of your question. In running a business we talk on the telephone with our associates. We discuss business matters, we authorize transactions. We have a record of hiring and employing trustworthy executives, and I think it's justified. The written record in Air Taxi would be the agreement. Did I approve that w7hich Mr. Atkins negotiated to pay, $2.9 million? I say yes; the record of it would be that Mr. Atkins had a signed agreement that confirmed it. The C H A I R M A N . What puzzles me is this was the biggest payment you made, as I understand it. This was one of the biggest sales, this $500 million helicopter sale, and I'm puzzled by the fact that a^ though there were three amendments—you amended it three times —one time you cut it down from $10 to $6 million and then to 1 percent and then to $2.9 million—but at no point were there memoranda on this very important series of transactions and agreements. Mr. M I L L E R . I don't know what memoranda there should be. Senator. The officer carried out exactly what we agreed to and signed exactly what Ave agreed to. You know, quite often an attorney will come into my office and say, "We are negotiating an acquisition, and the issue is whether we agree to this;" and I make a decision. The evidence of my decision is what the attorney writes into the contract. I don't know what the purpose would be of my writing a memo saying that I said to write into the contract what is 162 written into the contract. I'm sorry. I'm not familiar with the way the Senate does business, but in the world I work in we have an agreement, we mark it up and put what we want in it, and we type it up—and that's the evidence. I don't know what other evidence you're looking for. The C H A I R M A N . Well, my time is up, but what I'm talking about is usually an agreement of this type I would think would take some time. It would not be simply a matter of reaching fruition immediately. You wouldn't go right to your final decision. On each of these amendments there must have been a process in the course of which you would want to leave a record so that you knew just where you stood and be able to remind you when you were negotiating. Mr. M I L L E R . Well, Senator, I'm absolutely confident that when an officer calls me and asks, "May I have your approval to sign this," that he signs what I approved. And that's what happened in this case. So I didn't need anyone to tell me what I had agreed to. Let me put this in context. When I joined Textron in 1956 the company had about $250 million in sales and it had $6.5 million in profits. Last year it had $2.8 billion in sales and $137 million in profits. That's a fantastic growth, a fantastic accomplishment. And during the course of building that company a $2.9 million payment is a small payment. I hate to say this to you, but those were among the smaller transactions that I was concerned with. I have handled deals where we paid several hundred million dollars. So I don't see why, from your point of view, I would be as concerned as you assume to think I would be about a payment of that scale when Bell Helicopter was doing hundreds of millions of dollars of business. I don't see why I should worry about whether Bell officers knew how to handle a payment of $2.9 million when they paid much larger amounts than that many, many times. They bought engines and negotiated for purchases; last year I suspect Bell Helicopter bought $350 million worth of items from suppliers. I have absolute confidence that we have an organization in place that can do that, so I don't go out and check the mail at Bell Helicopter in the morning to see if they get their checks out. I think you may have a misunderstanding of how a very large enterprise works. The C H A I R M A N . My time is up. Let me just refer—as I yield to Senator Brooke—on page 142 of the transcript, Senator Brooke asked, "As a formal report to you as chief executive officer?" Miller: "This had been through the group vice presidents in discussion of this over time as they tried to negotiate as best they could and ask for counsel of us and I don't know that there was a formal report." That's why I referred to the group vice presidents. Mr. M I L L E R . Let me clear that up. You see, the organizational structure in Textron is normally a two-man top team made up of a chairman and chief executive and a President and chief operating officer. That allows a division of the great burden of running the company. In 1973, I was covering both posts. Our organization includes half a dozen group vice presidents who work with several divisions and then report to the president. That is the normal pro- 163 cedure—and my answer at the confirmation hearings about this was in response to a general question, not about Air Taxi specifically, as I recall it. Generally, the reporting at that time was from the division president to a group vice president to me as president. When Mr. Gaylord retired in the late 1960's and for a period of several years, I had Bell Helicopter, as a large, important division, report directly to me. Now by 1973, I think we had again assigned a group vice president to Bell and from that point on, as I recall, Bell was handled again like all other divisions, through a reporting system. My comments at the confirmation hearing had to do, as I recall, with the general organizational arrangement of Textron. In the time frame that we were talking about I had a mixture of arrangements. Part of that time, when the Iranian program was developing when Bell Helicopter reported directly to me; part of that time it was reporting through a group vice president. But on Air Taxi the discussions were directly between me and Mr. Atkins, because we had already started the conversation in prior years. The C H A I R M A N . Senator Brooke. Senator BROOKE. Thank you, Mr. Chairman. Mr. Miller, Mr. Bell, who was counsel for Mr. French, testified before the committee that after traveling to Iran in 1966 on behalf of Mr. French, who had been denied reentry into the country, and having been told by Gen. Khatami and others that Gen. Khatami was an owner of Air Taxi, Khatami wanted a share of French's business, Bell came to Bell Helicopter in Ft. Worth and told Mr. Jose of his findings. Mr. Bell has testified that at the conclusion of that meeting Jose picked up the telephone or the intercom to contact Mr. Ducayet, the president of Bell Helicopter, and that Bell then went with Mr. Jose to meet with Mr. Ducayet. Mr. Jose testified that he remembers the conversation with Bell, that is, that Mr. Bell did tell him about Gen. Khatami's ownership interest in Air Taxi and desire to gain an interest in French's firm, but he does not recall whether he and Bell had a meeting with Mr. Ducayet. In addition Jose testified that he would not deny that such a meeting could have happened. Mr. Ducayet testified that he did not recall such a meeting, but he would not deny that such a meeting could have occurred. At any rate, we know that Mr. Jose was informed of this fact and that Mr. Jose said that it was sort of such a fantasy, as I think he mavbe described it, that he was somewhat shocked by it. Now whether Mr. Jose actually told Mr. Ducayet we don't know. We've got not testimony. They don't recall the conversation. But in the due course of events, it would appear that Mr. Jose would have imparted this information to someone other than himself. My question to you is, do you think that Mr. Jose, if not Mr. Ducayet, were negligent in not passing on information of this magnitude to their superiors? As I see it, it's not a question of money but a question of integrity. Textron is a very large and respected corporation and I know, as Mr. Atkins clearly made clear in his 164 statement to us, the embarrassment to Textron and to Bell Helicopter that has the results from this investigation. But since Textron and Bell have very zealously guarded and protected their integrity, would it have been appropriate for Mr. Jose to have passed on the information he received from Mr. Bell and would you consider that some sort of breach of his responsibilities as an executive of Bell Helicopter? Mr. M I L L E R . Senator, it's hard to judge, in hindsight, the circumstances of the case. I think there are two answers. If Mr. Jose heard such a tale and gave it credibility and failed to pass it on, I woiild be very disappointed in his stewardship. On the other hand, if Mr. Jose heard rumors and gossip—which we hear all the time—and thought, "That was just somebody putting me on to influence me about something he wanted done, and didn't take it seriously, I can see why I might not have felt he had to report it. I don't think every piece of gossip and every word on the street corner is correct. If Mr. Jose heard this story and gave it credence, I would consider it important that he report it to his superiors. And if the superiors heard it, I would not necessarily have considered it important that they report it on up immediately; but it would be important that they either verify and stop any problem, or tell me of the problem so that together we could address how to solve it. Senator B R O O K E . Mr. Miller, I would hardly characterize Mr. Bell's testimony as gossip. Mr. Bell I think was a very excellent witness. Of course you did not have the benefit of hearing his testimony. He certainly is a highly qualified member of the bar, took very seriously his responsibilities as a member of the bar and a member of the court and, of course, his client was going into the arrangement. So it was not a matter that was gossip. It was a matter of actually reporting what he had found as the facts to Mr. Jose. Mr. M I L L E R . Senator, perhaps Senator B R O O K E . And I just question the judgment. Now as I said earlier, there had been no evidence, no testimony that any of this information was imparted to you. There is evidence of course—and an admission by Mr. Jose—that it was imparted to him and there is evidence that it possibly could have been imparted to the president of the Bell Helicopter who was Mr. Ducayet. That's the evidence. Now I'm not trying to in any way quantify it, but that's the evidence before the committee and you have said yourself that you didn't want to deal in rumors and I agree with you, or allegations, but I'm talking about facts now. Those are the facts, the undisputed facts. Senator R I E G L E . Would the Senator yield at that point just very briefly ? Senator B R O O K E . On your time, yes. Senator R I E G L E . I appreciate that I ' m yielding my time but I would not want that to stand as an undisputed fact with respect to vour characterization of Mr. Bell as a witness because one of the thiriofs that Senator B R O O K E . That's not the undisputed fact. That's my opinion. 165 Senator E I E G L E . Well, it certainly came in the same sort of paragraph or sounded like it. Senator B R O O K E . I will now clarify it. Is that the only question the Senator from Michigan wishes to raise ? Senator E I E G L E . I just want to file a dissent with respect to the fact that I question whether Mr. Bell was the kind of witness that you say because he admitted yesterday that he has a prospective financial interest himself in this very transaction because he admitted here yesterday, under oath, that he is in the process of putting together a possible legal move in court for Mr. French that goes back and relates directly to this series of events, and the Senator knows that in the case of this sort Mr. Bell can use these hearings or whatever other device as a discovery technique for himself for this prospective legal action with a financial consequence for him and his client. That means that in my judgment he's not a disinterested party and I just think that that part of the story ought not to be left totally off the stage because I think it may have a bearing. And I appreciate him yielding, by the way. Senator B R O O K E . I would just say to the Senator, if I may, I am further appalled. I am appalled this time because we are not talking about the interest that Mr. Bell may have in a further case. We are talking about the information which lie recited to Mr. Jose at that time. There was no indication at that time, at the time that Mr. Bell had the meeting with Mr. Jose, that there was going to be any case against Bell Helicopter. There wras no indication at all, there was no possibility or thought of any case against Bell Helicopter. In fact, they were going to be working with Bell Helicopter. So Mr. Bell had no reason at the time he met with Mr. Jose to be acting in any interest other than the interest of his client. Senator E I E G L E . I wras referring only to your characterization of Mr. Bell as a witness yesterday. Senator B R O O K E . Thank you. Mr. M I L L E R . Senator Brooke, may I answer }'OUR question? Senator B R O O K E . Yes. Would you, please? Mr. M I L L E R . I think I can remember it. Senator B R O O K E . I would be grateful. Thank you. Mr. M I L L E R . But let me see if I can clarify something. I have found Mr. Jose to be a person of integrity over the years I have known him, and I believe he understands responsibility. Maybe I misunderstood the testimony of Eobert Bell, but I thought the primary thrust of his disclosure to Mr. Jose was about the activities of International Helicopter Consultants in Iran. Since Air Taxi was not involved in any way with Bell Helicopter at that time, it seems to me that any glancing blow to an unrelated party may not have registered with Mr. Jose. I'm not trying to defend him here, but the essence of the discussion was about Mr. Bell's client and International Helicopter Consultants, and I can well understand—since I believe Mr. Jose is responsible and would have brought it up—I can well understand that it didn't particularly register with him ftiat a company that Bell wasn't doing business with may have had some kind of interest that Mr. Jose wasn't even thinking about. 166 Senator B R O O K E . Well, I thought Mr. Jose was a very honest witness. I think he said that he recalled the conversation; he did not deny anything that Mr. Bell has testified that Mr. Bell told him. Mr. Jose did not even deny that he met with Mr. Ducayet. He said he didn't recall, but he didn't deny it. I thought he was a very honest witness, but if Mr. Jose did nothing more with that information than keep it to himself, then I ask you whether you would call that poor judgment on the part of Mr. Jose. Mr. M I L L E R . Certainly the information on International Helicopter Consultants should have been carried further up; it certainly should have been. Senator B R O O K E . At any rate, it was not imparted to you, Mr. Miller? M r . MILLER. N O , sir. Senator B R O O K E . At any time ? Mr. M I L L E R . At any time. I was not aware of International Helicopter Consultants at all until this hearing. Senator B R O O K E . Why did you ask Mr. Soutter to conduct an investigation? Mr. M I L L E R . As you recall, a few years ago we had a rash of disclosures about payoffs of various kinds in international transactions, some involving military equipment. So when we were beginning to look at our financial statements and our responsibilities for disclosure I think Mr. Soutter brought to my attention the fact that, in issuing a registration statement, we had an obligation of due diligence and that perhaps we should look at this transaction. This is how I recall it; I don't know whether I initiated the investigation or he initiated it—I rather think he may have. And I certainly concurred immediately that this one large transaction deserved renewed scrutiny. I had relied on Bell Helicopter at the time of the transaction. I trusted them. My experience with them since 1960 has been that they are people of high standards, and I, myself, know of cases where Bell has declined business because it would not engage in practices that were not completely proper. And so I felt no concern about this transaction, but I agreed that Mr. Soutter should investigate it, and he did. And he reported back to me that he had seen the documents, he had seen the evidence of ownership, and he saw no trail that had led him to believe that this commercial transaction had not been what I understood it to be. Senator B R O O K E . Was that a written report to you? Mr. M I L L E R . A S far as I recall, he reported to me verbally. Whether he made a memo in his file, I don't know. Senator B R O O K E . Were you satisfied with the sufficiency of that investigation and the depth and scope and breadth of that report? Mr. M I L L E R . In 1975, Senator? Again, I don't suppose that was the most important matter on my mind at the time, but I would suspect that I was satisfied with his conclusion. I doubt that. I inquired of him of all he had done. He told me about his visit to Bell. I consider Tom Soutter to be a well trained lawyer; I consider him to be a man of unquestionable integrity. He has served me well for many years as general counsel; and before that in our legal department. He's served the company well, and I had no reason to 167 doubt his professionalism. I suppose when one goes to the doctor to interpret an X-ray, one doesn't ask the doctor all his techniques. I guess I just accepted the lawyer's opinion; that is often what one does when relying upon professional advice, and I considered his advice to be professional. Senator B R O O K E . D O you know of any particular reason why the $2.9 million fee was investigated and nothing else ? Mr. M I L L E R . I don't know if he investigated anything else. It was the only payment to a sales representative of substantial size in recent years that I could recall. I don't know whether he looked at other payments, but he may have. Senator B R O O K E . D O you know whether it was because of the fact that there was some suspicion of illegality or impropriety? Mr. M I L L E R . NO, sir. It was because it had been disclosed at that time that some aircraft companies had paid very large sums, admittedly in the form of payoffs, in Iran. Therefore, since we were building a big business in Iran, it was very important that we make clear that we were clean in this major transaction. This was entirely different than worrying about two helicopters sold in Australia; this was a big program. It was important to the company at that time, and I wanted to be sure of our record, particularly as I read about companies—which I won't name—which had very serious problems in Iran as you know. Mr. Soutter may have brought the matter to my atention, but I then said, "Absolutely. Let's make sure that we don't overlook the opportunity to verify that that was a normal transaction." You must recall, too, that the purpose of the $2.9 million was not only to compensate, but to end—it did end—the relationship. It was on the books; there was no falsification; it was disclosed to the U.S. Army and it was disclosed to the Iranian Government. This was not a case where we had developed some tricky technique for funneling money somebody's way Senator B R O O K E . But I didn't Mr. M I L L E R . And it was a case of ending a relationship, while the cases of payoff that I knew of were ones in which companies were trying to set up a technique for continuing Senator B R O O K E . But I didn't believe, Mr. Miller, that the sole purpose of Mr. Soutter's investigation was to determine whether this was a sound financial transaction. M r . MILLER. NO. Senator B R O O K E . Y O U didn't either, did you? Mr. M I L L E R . NO. I understood he was to make sure that there was no impropriety about it, in hindsight. Senator B R O O K E . Precisely. Mr. M I L L E R . Absolutely. Senator B R O O K E . And Mr. Soutter's investigation, again in my opinion, was not in such depth that he could have found that impropriety if such impropriety did exist. Mr. M I L L E R . Well, Senator—— Senator B R O O K E . Anybody looking at a Dun & Bradstreet report and asking persons within Bell Helicopter—he didn't go outside of 168 Bell Helicopter. I think you know that now if you weren't awrare of it then. M r . MILLER. Yes. Senator BROOKE. One final question. Mr. Ducayet testified that at a meeting of the board of directors you took the position that Textron should not cooperate with SBC's request for voluntary disclosure. I'm sure you are aware of the time frame I'm speaking of. I think it grew out of a letter from Chairman Proxmire and Chairman Garrett of the SEC, and several corporations voluntarily complied with the request for disclosure. It is my understanding—I think the actual testimony of Mr. Ducayet was that your position with the board of directors was that Textron had done nothing wrong and therefore you w^ould not cooperate in that disclosure. What was your reasoning, Mr. Miller, for that position, if in fact you took that position? Mr. M I L L E R . I'm sorry. I think I'll have to rephrase your statement, because I have never taken a position of not cooperating with the SEC. I'm sure Mr. Ducayet was reflecting his viewpoint, but I think the terminology you used is absolutely incorrect. I have always, and will always, cooperate with the SEC. The SEC—when we had this experience of a large number of companies disclosing that they had slush funds and that they had accounts off the books and that they had arranged to make some foreign payments and some illegal political payments and this sort of thing—the SEC began a great deal of reexamination into this w7hole process. The SEC was immediately confronted with how to handle this shocking revelation which was a shame to the Nation. I just saw a report the other day where, in retrospect, it turns out that corporate officers deliberately involved themselves in a very large number of these cases. Now the SEC's solution was to offer the opportunity for companies to undertake a 5-year review to discover their sins, and report their sins, and thereby to be forgiven. Everybody had to decide whether to take advantage—not to cooperate, but to take advantage —of that chance to cleanse their sins, to make a confession. Senator BROOKE. Absolution? Mr. M I L L E R . Absolution. I have served on other corporate boards and I don't personally know of any corporation that decided upon a 5-year examination that didn't have something that led to starting it. I served on a board where no examination was done and none was planned until an auditor discovered something. The board of directors said, "Well, if you discovered that, let's look at the whole 5 years." Textron discovered nothing that required confession. I know the biblical viewpoint—the greater the sin, the greater the forgiveness—and I suppose I should regret that Textron had not sinned and therefore will have no forgiveness. Senator BROOKE. Well, my time has run out on your forgiveness, so I will defer. Thank you. The C H A I R M A N . Senator Cranston. Senator CRANSTON. Mr. Chairman, my first question is addressed to you. I was unable to be present when you made your opening 169 statement because I was chairing another committee. Is it firmly agreed that we will vote on this nomination within 48 hours ? The C H A I R M A N . No, it's not firmly agreed at all. The rules require that there be 24 hours after the transcript is made available before we can come to a vote. It's up to the committee whether to vote at that time. I think that after we hear and complete the testimony today from Mr. Miller the committee then will be in a position to decide. My own instinct is that we should terminate the hearings at that time and vote on Thursday, but I don't want to—I can't speak for any of the other 14 members of the committee and somebody may feel we ought to wait for the Iranian witnesses to appear. Somebody may have some other suggestion, and we will just have to entertain it at that time, and I think we should wait until we have all the testimony in so we are clear what we are doing. Senator C R A N S T O N . When will the transcript be available? The C H A I R M A N . It should be available tomorrow morning and 24 hours after that would be Thursday morning. Senator C R A N S T O N . When will wTe have an opportunity to make a decision as a committee on when we vote? The C H A I R M A N . I think it would be fair to serve notice now that as soon as Mr. Miller is through the Senators will be free, if they wish, to propose further witnesses or additional hearings to do so at that time, and then I think the committee can make a decision, unless there's objection. Is there objection to that procedure? Senator B R O O K E . N O . The C H A I R M A N . Then that's the way we will proceed. Senator C R A N S T O N . I think that's the appropriate way and I thank you. Mr. Miller, some people who are not too familiar or are rather casual observers of w7hat's been going on with regard to your nomination have thought that perhaps you're in a sort of a no-win position because if you knew about an improper payment then you should not be confirmed and if you did not know about it what sort of administrator are you, and therefore, should you be confirmed? I take it that your response to that basically is that you do not know now that an improper payment occurred ? Mr. M I L L E R . That is correct, Senator. And I also think a fairly thorough investigation here has confirmed not only that I had no knowledge or reason to, know, but that the division president who directly handled the matter had no knowledge or reason to know. In terms of your comment, I don't consider my position a no-win position, because I consider I acted properly, i had no knowledge of any improper payment, and the officers on whom I relied did not either. And, therefore, I don't know how it could be implied that I should have known something that even those who were dealing with the matter directly did not know. Senator C R A N S T O N . Let me make it plain that I do not consider it a no-win situation either. Mr. M I L L E R . Thank you. Senator C R A N S T O N . I think you should win and I think you will win confirmation of this committee and the Senate because I have 170 not seen any evidence that indicates that you knew of any improper actions that occurred and I'm aware of the fact that Dun & Bradstreet when they looked into the matter at the time they did it and also the U.S. Government, through its Foreign Military Sales Group did not know of any improper action. I just have one other question. It's in regard to Mr. Soutter's investigation of the payments being made. As I understand it, that was really an investigation simply to satisfy your SEC registration requirement and it was not an in-depth investigation of any questionable payment? Mr. M I L L E R . That is right, sir. It was intended to do no more than make sure we had no evidence that would cause us to want to do a more thorough investigation. Its purpose was not in any way to engage us in one of these 5-year extensive investigations, but merely to assure us—by talking to those who knew about the matter and by looking at the files and the records—that the payment appeared to be what it had been represented to us to be. Senator C R A N S T O N . I understand that you have a policy in your concern not to engage in improper payments. Mr. M I L L E R . That is absolutely correct. Senator C R A N S T O N . I understand you find it possible also to do business without making improper payments. Mr. M I L L E R . We have taken the view that the way to do business in the world is to have superior products, to represent them thoroughly, to sell them as hard as we can, to service them well, and to win on the merits of our product. We have lost business where business could be obtained in other ways, but we do not consider that to be a detriment. We believe that in the long run a company prospers better by making itself competitive enough to win on the merits. Senator C R A N S T O N . I understand that to be consistent with what I believe to be your general philosophy and approach to the conduct of business affairs, it is my impression that you are a man of integrity and that you are creative, enlightened and have social concerns. I think you are just the sort of person who should be encouraged to be willing to serve in the government and I hope very much that we conclude these hearings very rapidly and proceed to vote in what I think will be a favorable way. I think beyond the travail you have been going through it's important to have a head of the Federal Reserve at a time of some difficulty because of Mr. Burns administering that body is, in effect, a lame duck and because interest rates are going to be set soon. I think it's very important to have you there full time. For those reasons I will ask no further questions. I hope we can expedite all this and get to a decision. The C H A I R M A N . Senator Tower. Senator T O W E R . Thank you, Mr. Chairman. I feel almost apologetic. This kind of proceeding and this kind of inquiry is how we get our jollies here in the Senate. Over the past 45 years we have steadily delegated away legislative authority through a gigantic bureaucracy that we created that we cannot even 171 exercise adequate oversight over; therefore, from time to time we feel it necessary to assuage our damaged egos and our deteriorating prestige by an inquiry of this type so that we can call attention to ourselves and impress on the public our enormous diligence and importance. I might note that the mass media always cooperates splendidly. We have the television cameras and the lights and some of the best known reporters in the business. But in my view, what we are doing is pursuing what has come to be rather easy practice for us—to harass publicly spirited business and professional people and business institutions and I suppose it makes good press but I wonder how much damage we dp to the course of orderly Government and the prospect of getting people to make sacrifices to serve in Government. Mr. Miller, what policies did you lay out for Textron or any of its subsidiaries with respect to questionable payment practices? Mr. M I L L E R . Senator, from the beginning of my stewardship I have laid out the policy that Textron would abide by the spirit and the letter of the laws of the United States and of every jurisdiction in which it operates. I have laid out the policy that it would even go further and live by the highest standards of ethics and conduct that are perceived to be possible in the world in which we live. I know of instances where, as a consequence of that policy, we have foregone business. I know that if my standards had not been so high some of the things recently reported in the SEC investigations were liable not to have come up, because they are legal and allowable. But because I have asked Textron to go further, I am now finding these items questioned. So I have obviously done some soulsearching in the last few days, but my decision remains the same. The right way to run a business is to reach for standards even higher than the law, because only when you can marshal the loyalty of 65,000 employees and their faith in a company that is honorable and honest, only then can you expect and get high standards of performance throughout the company. Senator TOWER. And you feel satisfied in your own mind and conscience that you have been diligent in pursuing these goals ? Mr. M I L L E R . Senator, when the record is finally completed in this case, I think Textron will be proved a shining example of a company that has grown from a small to a substantial enterprise in 20 years, with the lowest incidence I know of employee noncompliance for any company of its size. Senator T O W E R . Did you ever instruct any of your subordinates to not bother you with details but do whatever is necessary to conclude successful sales and contracts with foreign entities? Would you in effect say get on with the job and don't bother me with, details and I don't want to know that sort of thing—protect me, don't allow me to have to take the rap for anything that you might do that is slightly questionable from an ethical standpoint? Mr. M I L L E R . To the contrary. Senator. I have insisted that I be fully informed about any question of ethics that comes up in these matters. I suppose my associates would say that I have on occa- 172 sion been too much involved in the details of the business, because I consider it essential for me to be vigilant. I know of several cases where, because of this policy, officers came to me and reported a situation far down the line, saying, ''We know what your policy is, but we want you to be aware of this before we make a decision." In each case I said that if any questionable payment was required we would discontinue the negotiation, and that was done in each case. I have been informed on a number of occasions, so I'm sure the system is working, and I'm sure my officers understand it. I do not seek to be protected. I seek to be involved, so that I can guide our officers in a way that will protect them from making mistakes. Senator T O W E R . D O you feel that your potential effectiveness as chairman of the Fed has been in any way impaired or inhabited by this investigation, or this inquiry I should say? Mr. M I L L E R . I think that only my sleep has been inhibited; my opportunity to perform at the Federal Reserve has not. I had dinner last night with the 12 presidents of the Reserve Banks and, based on their warm support, I would say that there's no indication that this investigation has caused any erosion of my ability to serve —and I hope with credit—as chairman of the Federal Reserve. Senator T O W E R . I get a little tired of this country wallowing in a sense of guilt and self-recrimination over the way we have done business abroad and for the most part I think American conduct of business abroad has hued to acceptable standards. I might note that means of doing business in other countries might be considered quite routine and legitimate and acceptable that are viewed as somewhat alien in this country and we can't expect to apply the same standards to business operations everywhere in the world that we apply to standards in this country. I think, by comparison, we Americans and American business concerns look pretty good. That's all I have to say, Mr. Chairman. The C H A I R M A N . Senator Riegle. Senator RIEGLE. Thank you, Mr. Chairman. Mr. Miller, I have a few thoughts that I would like to share with the committee and others here at the outset and until I finish those thoughts I will not yield, although I will be happy to yield after I have completed them with whatever time I have remaining. Mr. Miller, I think you are one of the best nominees that the administration has put forward and I don't take these proceedings lightly. I have been in the Senate a year and I have had the opportunity to go through other experiences on other committees. I have had the privilege, for example, of sitting on the Judiciary Committee when we were examining the qualifications of Judge Bell to be Attorney General and I was not satisfied and so I voted against his confirmation and spoke against it. I have done that other times with respect to other nominees here in the Senate. Most recently Mr. Tucker who was a nominee to the Civil Aeronautics Board before the Commerce Committee on which I served, whom I thought clearly was an unsatisfactory nominee and I might say that nomination was withdrawn. It's with seriousness with which I take this new responsibility. 173 On the other hand, I have been involved in the Congress for a longer time. I spent ten years in the House on various committees and so I have had some experience in trying to go through committee examination processes and evaluating the credibility of witnesses and things of that sort and I must say that I have very deep and strong feelings about the situation that I think has taken place with respect to your nomination. I think in many respects what has happened has been excessive in terms of what has actually transpired, what the facts warranted. I think your reputation has in effect been damaged. I think unfairly so. Frankly, I am troubled about it and I am not just troubled about it from the point of view of you personally or the point of view of the fact that I think that does not reflect well on this committee, both of which are concerns of mine, but I think there's a bigger issue involved. I think we are at a point where the process w^e use to try to examine the honesty and capability of high officials who seek to take posts in the Federal Government, who respond to requests to serve, has gotten to a point wThere it is not doing the job the way it should be clone and I'm not exactly sure why it's come to this. I know Watergate clearly has something to do with it. I have watched this situation unfold very carefully and I said to you—I have said publicly and I said to you privately—if I found one shred of evidence to the effect that you were involved in improper or illegal activities or had in any w^ay misled this committee, I not only would not vote for your confirmation, but I would work with a vengeance to prevent it, and I think you and others know that's exactly how I feel. But I think you have been very badly used by the process we have been following. And the concern I have goes far beyond you. I think it is necessary for us to attract, in larger numbers, good people from the private sector, some from business, others from labor, the professions, what-have-you, to come and take positions of responsibility in the Federal Government. We are an abysmally run Government. The executive branch of Government is, and this is a pile-up of deficiencies over many many years, almost a model of inefficiency. The Senate, by the way, is not far behind in terms of our own operating procedures. One doesn't have to look far to find the conditions of bad management, frankly, within our own internal Senate process. We badly need^ to attract new talent into the Government. It means going out into other areas, where people of quality and decency have established their reputation as effective performers, who can come into the Government and who for a period of time can serve and hopefully serve with distinction. And I am pleased that you were willing to accept the call from the President to come and serve as chairman of the Federal Reserve. I think you will do an exceptionally fine job. I think it is a major improvement, frankly, in the Federal Reserve. I mean no disrespect for Arthur Burns, we had disagreements on issues, but I will feel much better, much better, with you in that particular position. 25-067—78 12 174 But I think what has happened here, is in effect sort of a minitrial. You have not really been the focus of the trial, I think you have sort of been a central player in the trial, I mean a central character, but I don't think that has really been the point of the exercise, because I think what is happening here is that we have gotten to a point where the process is not really a straightforward process of an effort to have a finding of fact, a civilized discussion and a presumption of innocence until there is some finding of guilt, but I have watched the press accounts very carefully, I have read them, and the press people here in the room know exactly what I am speaking about as well as the other members of the committee. There hasn't been a single item developed here in the committee that was not first presented in expose fashion in the press ahead of time. That is where the essential part of the conduct of this sort of trial has taken place. Now I am not here to pick a fight with the press, because that is not my purpose, and you don't win those fights anyway. But I think it is important for the press to reflect a little bit on the way they are sometimes used in a situation of this sort. Because you are not Robert Vesco, not Bert Lance, not Mr. Tucker, and not a lot of other people whose personal records were highly questionable, and where I think people ought not to have been put forward as nominees, and in some cases when it later developed they ought not to be in government, they were finally denied appointment. I must say, Mr. Chairman, you know the friendship and regard I have for you, and I just want to make a very personal comment about it, because you were kind enough to allow me to take the chairmanship of the Consumer Affairs Subcommittee of this committee, and I was honored to do so. I knew this was a subcommittee chairmanship you felt very keenly about and I have done the best I could to carry out that responsibility. I have been honored by the showing of trust and faith that was represented by you in me. So I feel badly commenting with respect to what I took to be your opening question to Mr. Miller. Because, I must say that I thought it was needlessly provocative. I thought the points were presented in an accusatory fashion. I think built into the way it was phrased was essentially a presumption of wrong-doing or bad faith. I don't think it was fair. I don't think it is a fair representation of how I think you think and work, and I don't think it gives a fair impression to people here in the room, and I don't think it probably gives a fair impression to Mr. Miller. I think these questions can be tracked down, we can get the answers to them, in the most civilized way. After all, if Mr. Miller is confirmed, we are going to have to work together as part of this Government. That doesn't mean we are going to agree on each and every issue. That is really not the point. The point here is the fitness to serve and a very careful finding of fact. I don't think that that has to be done in the framework of basically the conduct, in a sense, of a trial, where there is a bill of particulars, that is basically put forward through either leaked 175 information or through questions that are put that you don't have a direct opportunity to answer for some period of time. And then we finally wind back around, and even when all of the facts are on the table, and I think it is absolutely crystal clear that there has been nothing improper that Mr. Miller has been involved in and that his nomination is really an exceptionally fine nomination, for anyone to kid themselves and to say that a shadow hasn't been cast is quite incorrect. It has been cast, it was cast I think as a very natural and logical consequence of the way we have been behaving and the way we carried this thing out. I don't think anybody here ought to kid themselves about the fact that that is what has happened. The reason I make that point is not because of just yourself or this committee, but I think unless all of us, at least pause to consider the way we are handling this process, I think we are going to do a good deal more damage than we are good. I am not going to say that there shouldn't be the most rigorous kind of examination of candidates proposed for high public office. I would like it to be more rigorous. But I think there are bounds of fair play and directness and presumptions of innocence until there is some guilt shown that we ought to abide by. I think that we have not done this in this case nearly as well as we might have. And I think it is sort of an accumulation of a long buildup. But I think it is important for us to reflect on, because w^hile no one else here might think of themselves as some day sitting in your seat, they might be. But I am concerned because I want other good people to be willing to come forward and sit where you are sitting today and be willing to accept serious assignments in the Federal Government. I think that is absolutely vitally necessary. I think it is a strategic need and shortfall in the United States today. And to make that process such an ordeal, and a harassing experience, that while you may have the fortitude to stick with it and come through it, is absolutely no guarantee it won't send great numbers of other people who are out involved in other activities running in the opposite direction, because they say, well, who needs this. So this is why the object lesson is important. I think if we don't take the time to understand what has happened here, we make a great mistake. I know my time is up, and if it were not, I would have asked you the question of why it was you agreed to take this job. And I ask this in great seriousness, because I think it is important that the public and every member of this committee have an opportunity to hear from you and to reflect carefully upon what your purposes and motives are, why it is that you have agreed to accept this job, if confirmed, what your feelings about it are, what your intentions are, how you would like to carry it out. I think if there is one question that is most important to have an answer to, I think it is probably that question. Now in the traffic jam of accusations and other things, that has sort of gotten lost. But on the same point, and my time is up, I would like to pull that out of some of the wreckage and try to get 176 it elevated again, because I think it is part of what is essential to restoring some equity and directness and fairness and elevation to the kind of proceeding this ought to be. Mr. M I L L E R . Senator Eiegle, the chairman has been kind enough not to give me a time limit. So I might answer your question, because it can be answered very simply. This Nation has certainly been good to me. From the time of my early days until this time, I have been blessed with progress beyond what I might have expected. The reason I accepted the assignment is simple: I don't think we can always take; we must also give. Senator REIGLE. Thank you. I thank the chairman, by the way, for his patience in allowing me to finish. The C H A I R M A N . Senator Heinz. Senator H E I N Z . Thank you, Mr. Chairman. Mr. Miller, just in a general way, so that there is no confusion, there is a man serving in the White House who said that simply staying narrowly within the law would never be enough for his administration, President Carter said that on numerous occasions. What he really was saying is that he was going to set a high ethical standard for his administration, and that a narrow construction of the law would not be enough to satisfy that. And that is the same standard that I think every Senator agrees we should set in the confirmation process. I know you wouldn't want it any other way. It is an important responsibility we have to examine all of our nominees, not only for their ability, but for their ability to meet a high ethical standard. It is a responsibility that is ours, whether we like it or not. It is not something we should be squeamish about, it is not something we should moralize about, it is part of our job. And therefore I say to you, and I say to all of the people who are interested, to the extent that this committee raises questions, hard questions of any witness before the committee involving your nomination, we are doing our job, and nobody should take it personally, nobody should take it unfairly, and I am not saying you have, but I say that to anybody who thinks that we are giving any nominee or any witness a rough time. I think you know that, but I am not sure everybody else does. Let me ask you if you had reason to believe—without asking you to evaluate the record today—but if you had reason to believe that in fact Air Taxi was owned in whole or in part by General Khatami, as has been alleged by members of the commitee, and the committee staff, would you believe that you had been deceived by somebody, either in Textron or by the principals in Air Taxi? Mr. M I L L E R . On the basis of the record today, Senator Heinz, I would say if that were a fact, or if we assume it is, I have certainly been deceived. On the basis of the record, I would say I have been deceived by the principals of Air Taxi, and by General Khatemi. I know of no one in Textron or in Bell Helicopter who has deceived me, because the people who acted on this themselves had no reason to know or believe. 177 Senator H E I N Z . You don't have to worry about General Khatami taking offense, of course ; he is dead. The other principals in Air Taxi—— Mr. MILLER. I hope we get through this hearing in time for us to all make it past that point. Senator H E I N Z . Every member of this committee agrees with you one hundred percent on that. Air Taxi, however, is an organization with which Textron now has a business relationship involving its civilian sales of helicopters, and we know you wish they were more, to Iran. Do you think Textron should start an investigation to find out ! whether in fact Textron and you have been deceived? Mr. MILLER. Senator, this committee has far more resources than we could ever have. We could never get access to the intelligence reports to which you have gotten access. This has all come as a surprise to us, Because of information revealed here, we have an obligation to make a prudent evaluation of Air Taxi, and we shall, when this is all over—on the merits, with no witch hunt. If we have been deceived, we will not be able to continue our relationship with Air Taxi. If wTe have not been deceived, Air Taxi shouldn't be punished. Senator H E I N Z . If you have been deceived, would you anticipate you would sue to recover the monies paid? Mr. MILLER. I would have to leave that decision to the attorneys. I don't know whether we could even bring such an action in Iran. And I don't know what the statute of limitations is. I do not have any idea whether that would be possible. General Khatami is dead. If the money did go to him, I suppose it is a long, long trail to Tipperary, Senator H E I N Z . Or Tehran, as the case may be. I would like to question you on the rather intricate procedures that Textron as a corporation had involving the billion dollar audit committee. On page 76 of this document you stated to the committee: W e have a continuing audit committee that has been in being for a number of years, made up of outside directors, that have the responsibility of reviewing the audit with the outside auditors, reviewing the scope of the audit, reviewing any comments of the auditors, and inquiring of them as to whether they have used due diligence to be sure the assets and expenses of the company are as reported and that there are no defalcations or aberrations. That sounds pretty good. Now let me read the memorandum erf Arthur Young dated February 27. 1977, by Mr. Slattery of the New York office to the Providence office, involving the Textron audit committee meeting, on February 23 and 24, 1977. I met twice with Textron's audit committee during their management meeting at Ocean Reed, Florida, February 23 and 24. Present at the first meeting held on Wednesday were Messrs. Campbell, Gengras, Ledbetter, Colinson, Van Brocklyn, and Sisco. The agenda for the meeting is attached. I think you and I recognize only three of those people, Campbell, Gengras, and Sisco, are outside directors. The other three are officers of Textron, they are hardly outside directors. 178 What were they doing at that meeting? Mr. MILLER. Reporting to the audit commitee. Usually the audit committee goes into executive session, the officers leave, and the outside directors discuss matters of their choice with the auditors. One of those you named is the president, one is the vice president for finance, and one is the comptroller; they are the people who are directly involved. They report to the audit committee and answer their questions. I would say I have not attended these audit committee meetings because I feel that my length of term and position with the company may give me too much sway; I am the chairman. But I am always available to the committee if they would like to call me and ask me questions. I felt I shouldn't be there, so I don't believe I have attended recent meetings. I wanted them to be free to make their decisions without being influenced. Senator H E I N Z . This meeting was in February 1 9 7 7 , just a year ago. And the report goes on, just exactly as follows: "later in the meeting I was asked whether I had any confidential comments to give the committee"—this is from Arthur Young Mr. MILLER. That means it would be time for the officers to leave, yes. Senator H E I N Z (reading) : I responded that I had no confidential comments. But while I had no confidential comments, I did wish to bring to the committee's attention the $2.9 million payment to Textron's former agent in Iran over '73, '74 and '75 in connection with Textron's contract with the Iranian government for the sale of helicopters. I added that while I had understood this situation had been discussed, either at a previous audit committee meeting at which I had not been present, or at a board of directors meeting, I felt it was appropriate it should be discussed while I was present, should there by any questions or further action desired of me. The outside members of the committee first expressed some surprise and lack of knowledge about the item. However, Mr. Campbell, upon reflection, stated he did recall it being discussed at a Board meeting. Ms. Sisco had apparently never heard of the payments. Is there any way of Mr. MILLER. I think Ms. Sisco came on the board after this had aready been reviewed. Senator H E I N Z . I S there any reason you can think of why this outside audit committee of the board would not have either heard about this, either from Arthur Young, or from the officers of the company, before 1977, which was two years after the last installment on the payment had been made? Mr. MILLER. I would assume it had been discussed, but I think, I don't know why it came up at that meeting. I can't enlighten you. Senator H E I N Z . It came up because Arthur Young brought it up. Mr. MILLER. I know, but I don't know why they brought it up. As I recall, unbeknownst to me at the time, there was a minor disagreement between Arthur Young and Bell Helicopter over the year in which to book the expense. That may be the problem they were concerned with; I don't know. I think Bell wanted to expense the payment as fast as possible, and Arthur Young thought ma}^be it should be slower. Senator H E I N Z . At that point, even though you had had in 1 9 7 5 your own in-house counsel, Mr. Soutter, check out the propriety, 179 there was never any thought that the audit committee should be aware of the payment, even with a clean bill of health? Mr. MILLER. I would have thought the important thing would be if Arthur Young had reviewed it and found no problems. I hate to say it, but many, many payments larger than $2.9 million are made during a year. Senator H E I N Z . Oh, certainly. Had you terminated any contracts for anything close to $2.9 million in the 20 years of Textron that you have been associated with it? Mr. MILLER. I don't know. I would expect that we had larger payments, but I can't recall any specifically. Senator H E I N Z . Yes, everybody purchases large quantities of goods and services. Contract terminations of that size were a bit unusual, wouldn't you say though ? Mr. MILLER. Oh, yes, I would think so. Senator H E I N Z . Then, again, seriatim in the letter: Bell Ledbetter—he is the vice president of finance and the treasurer of the corporation—Bill Ledbetter described the arrangement as a buy-out of the agent's franchise and also said the company was satisfied there was nothing illegal about it. No further action was taken on the matter. I was satisfied that it has been brought to the committee's attention and they would not be surprised if the amount was disclosed in the future. Why would they not be surprised about the future disclosure if this was something that had happened in the past? Mr. MILLER. I have no idea. Senator H E I N Z . Well, I can't complain about your explanation. It does seem strange to me that this did not surface in the audit committee until 1977, particularly inasmuch as you and the general counsel had wanted to be sure about the propriety of it in 1975. Mr. MILLER. Audit firms have become pretty skittish in recent years since some of them have been sued. I don't know and it would be hard to speculate with you as to why Arthur Young wanted to be sure that it was known. It had been known to the directors, as I recall, well before that and contemporaneously. As I recall, I covered the termination of the Air Taxi contract at board meetings when I explained our development of major business, how we were proceeding, in our decision to sell directly and to discontinue using a sales rep, and so forth. So, I don't know. Maybe Arthur Young was just cleaning up the old files, making sure nobody could accuse the firm of anything. Senator H E I N Z . Would you say it looks like Arthur Young and the audit committee are going to have to open up this file again ? Mr. MILLER. I would not think so. Senator H E I N Z . Y O U would not? Mr. MILLER. I am sorry. Open up what? Senator H E I N Z . Open up the file on Air Taxi again ? Mr. MILLER. Oh, on Air Taxi. I misunderstood you; I thought you meant the file on the committee meeting. Senator H E I N Z . I meant on Air Taxi. Mr. MILLER. Yes, sir, I think we should look at this again. TVe have learned things at this hearing, as I said, that we had no reason 180 to know before. Your investigation was triggered by some intelligence reports, as I understand it. Although the statement made by the chairman on the 24th of January came as a surprise to me and was unidentified, I understand his information was from intelligence reports. We did not have access to them; and now we must pursue the matter. Senator H E I N Z . I wTant to thank you for inferring, if not stating, that the committee has performed a very valuable service to Textron. Mr. M I L L E R . This committee, I am sure, will in the end perform a very valuable service to Textron by voting for me unanimously; that will show Textron is a good company, and I hope you will vote that way. I don't know if that is lobbying or not. Senator H E I N Z . Since you are not yet confirmed, I think it is legal. But if you are confirmed, you better watch it. Mr. Chairman, thank you very much. The C H A I R M A N . Senator Mclntyre. Senator M C I N T Y R E . Thank you, Mr. Chairman. I regret, Mr. Chairman, not having been able to take an active part in these hearings, but I have kept abreast of the proceedings. I have just a few questions. Mr. Miller, do I assume from your earlier remarks that you are confident that the ongoing SEC investigation will not impair your effectiveness as Chairman of the Federal Reserve board, if and when you are confirmed by the Senate? Mr. M I L L E R . I believe it will not impair my effectiveness, Senator. Senator M C I N T Y R E . Mr. Chairman, and members of the commitmittee: I share the opinion expressed by others that the evidence presented to date will constitute no impediment to the confirmation of Mr. Miller. And I too would like to express my desire for a resolution of this matter at the very earliest possible moment. I think it is important to the administration that this man be put on the job, wre need you dowrn there. Now my intention, Mr. Chairman—as I understand it rather vaguely, the rules of this committee require something like 48 hours after the hearing for the vote. I will, because I do think it is urgent, and I don't think you have laid a glove on him, move we go ahead and try to vote him onto the job today. So even though I am trying to be in three places at once, like many of my collleagues, I will try to be back here at the conclusion of the hearings and at that time I will move we waive the rule. The C H A I R M A N . I object to it, so the objection would prevent it. Senator M C I N T Y R E . That is all right, you are on the record as objecting to it. I will be back for that. The C H A I R M A N . I might point out to the Senator that there are Senators who have not been here during most of the testimony. The purpose of the rule is to provide at least 48 hours after the transcript is available, so all Senators have an opportunity to review the record. Senator M C I N T Y R E . That is perfectly understandable, and I don't want in anv way to impugn in any sense the chairman's patience, and his desire to do a thorough job. 181 I just think the job has been done and the Federal Reserve needs a chairman, and we have got one. I don't think we should wait 48 hours. Your objection may kill my attempt, but that is all right, I want to make it, just in the interest of sanity. The C H A I R M A N . Senator Lugar. Senator L U G A R . Thank you, Mr. Chairman. Mr. Miller, during the 1960s, in order to accommodate what was then termed the guns and butter type economy, the Federal Reserve Board cooperated substantially wTith the administrations in expanding the supply of money. And, in fact, the Federal Reserve Board has been doing that subsequently. Without oversimplifying the problem, but the comment I want from you I think will be obvious, essentially if we have inflation of 6 percent a year, and the economy is growing at 4 percent a year in terms of real growth, the nominal increase in the gross national product would be roughly 10 percent. And the supply of money that the Federal Reserve Board must provide will be somewhat in the ball park of 10 percent, as a rule, if it is to match that sort of growth without impinging upon it, unless the velocity of money changes one way or the other. Now we have had some good fortune in the country with regard to the velocity of money during I)r. Burns' regime. And the misfortune that growth didn't come to the order of 4 percent in some years. So that meeting the 5- to 7^-percent increase in M-2 was a possibility. Now the question that I have for you boils down to this: If in fact our economy did grow last year somewhat better than 4 percent real growth, and inflation was 6 percent, and both are predicated again for this year, and the velocity of money apparently has slowed down, although we might have some good fortune on occasion, we are looking toward an increase in the supply of money under the way things have been proceeding of something close to 10 percent. Now to play the devil's advocate, Robert Samuelson, in an article in the National Journal of January 21, 1978, suggested that the Federal Reserve Board, if it really wanted to, could stop inflation. He suggested as a hypothetical example that regardless of the scenario of 10 percent nominal growth I have talked about, the Federal Reserve Board could simply decree that the money supply will increase by no more than say 4 percent. At that point, in fairness to Mr. Samuelson, he says no one really knows what the results would be; a massive recession, even a depression is a good possibility. Credit needs, businesses, consumers, local governments, would collide with the stingy money supply, starve for credit, and weak firms would collapse, new home construction would shrink, investment would shrivel. But perhaps this discipline ultimately would be a healthy shock treatment to destroy the inflationary mechanisms and psychology, and what-have-you/ As you take a look at your potential leadership, granted there are six other persons sitting around the table who will do more than assist you, all of whom have a vote, what is your outlook? Is it to be one essentially of accommodating the growth plus inflation, so 182 that all of the vested interests that come into this committee and the suggestion, for example, that housing is being stifled, or that general business is being shot down by the Federal Reserve Board, are they to be accommodated at each turn? Is inflation really that serious in the country? I am inclined to feel it is, and from private conversations I know you share that view. And what are the limits of authority of the Federal Reserve Board, or how are you prepared to test them? Mr. M I L L E R . Senator Lugar, the most serious economic problem we have is inflation; there is no doubt in my mind about that. As I have said before, I don't believe it is in the national interest for the inflation rate to continue at 6 percent or that that can be allowed to happen. I think 6 percent is far too high. But I also think that abrupt action on the economy can bring unexpected consequences and that we might trigger results that we cannot predict and that we might live to regret. We have a very serious dilemma. We cannot afford inflation and, given the present state of the economy, wre cannot afford a recession; a recession would generate more inflation for sure because we would go up to a deficit in the $100 billion range, and we would dry up investment, and wre wrould be in deep trouble. So the Federal Reserve has a very, very difficult task of staving off inflation over a period of years, by pulling down the rates of inflation and of growth of the money supply, but in a prudent fashion and with some leeway. We have to look at the economy as it is operating each year with a view to keeping it on a moderate path of growth—not letting it grow too fast, which would get it into bottlenecks and more inflation, and not letting it grow too slow, which wrould trigger a recession and certainly end up being inflationary as wrell as distressing. Senator L U G A R . Y O U are saying to lean on it? Mr. M I L L E R . T O lean against the problem. But this is a very big economy; it is a big vessel. It should be turned gently, otherwise it will keel over and be liable to collapse. So the problem has to be leaned against gently. As I have said, T wish I would give you a magic solution, but I think we have many years ahead of us of leaning and trying our best. Senator L U G A R . Admittedly the figures yesterday were for about 1 month. But let's say the inflation rate in this country, as opposed to being 6 percent or 6V2 percent for this year, should in fact turn out to be 9.6 percent. What do we do then in terms of policy as you see it ? Mr. M I L L E R . I think we have to take more drastic action. I don't know that the Federal Reserve alone could stem inflation if it went to that rate. The President has proposed a form of incomes policy, and trying to seek moderation in prices and wages. I think that if we came to a 9 percent rate of inflation, we would have very difficult problems. The Federal Reserve would have to take, I think, much stronger action. But it would have a very, very difficult problem of balance. If the action resulted in a collapse of the economy, it would be too strong. If the action weren't effective in slowing the inflation rate it would not be strong enough. You know, we have 183 seen higher rates of inflation come to be accepted in other countries. We used to accept an inflation rate of 2 percent. Then we got used to the idea—some people did—that it should be 6 percent. I can't accept that. I don't think wre can allow conditions to develop to allow it to go that high. We have got to stop it. And I suppose I am not willing to concede, even hypothetically, that we would do such a poor job as to see higher rates of inflation in my career as chairman. Senator LUGAR. One of the encouraging things from these hearings, at least for me as a citizen of this country, was your opening comments this morning, Without offering any gratuitous comment about the colloquy that followed, it seemed to me that you were properly tough and independent. I think this is of the essence. I don't think you know and certainly I don't know what really we will have to do in this country if we are faced with a 9.6 percent inflation. But I do know, just from one of your experience that when you come before this Committee there will be senators who will suggest that regardless of the conditions in the country, that the interest rates ought to go down. They will attempt to push you all over the spectrum. I think you know one of the factors about this particular job that you are facing, and you already appreciate this, is that the vested interests play hard ball and the stakes are very high. And the fact is that hopefully you will be tough enough to analyze, as independently as you can, the advice you must give the President as well as the Senate, and I appreciate, as many have pointed out, the FEB is not an independent agency. But very clearly, unless there is some lean against inflation in our economy, it is not in the Congress currently, and in fairness to the President, his budget is sort of nominally inflationary, too. It assumes 6y2 percent, and moves it upward, incorporating all that in the budget, plus 2 percent, whatever we have. Heaven help the country if someone, such as yourself and your colleagues, are not setting the policy as an alternate government, but are in an independent position to lean. I think this is tremendously important, simply as a characteristic of the person we are looking at. So I admire your courage, and I have no brief one way or the other about Air Taxi. I think it is simpv important that in this particular controversy, you were able to hold your own ground, and did so. Now let me ask one final question. How are you going to get more members to join the Federal Reserve Board? We have mavbe two out of five banks in the country, maybe fewer than that if the total was brought up to date, that are in the system. Even if you have good policies, how in the world are they to be effective? Mr. MILLER. Senator Lugar, inflation is the number one problem, but the membership problem is of high priority for the Federal Reserve. I think the solution, a solution I have favored, is that of paying interest on reserves. I would like to couple that—and this is a personal comment; I do not speak for the Board—I would like to couple that with charges for services. I think that would be the best way to go. 184 I think that would mean that those who have access to the services of the Fed wouldn't get a free ride on the reserves of member banks. And I think that would start a healthy trend in terms of knowing what- services cost instead of having the Fed furnish services for free in order to reduce the burden of membership. A schedule of charges is also necessary for the efficient use of the payments mechanism. A fall-back position, although I think it has some monetary policy disadvantages, would be to allow part of the reserves to be held in interest-bearing securities. That would be another solution. My personal view is that either reform would lessen the penalty on banks' earnings for a member of the Federal Reserve, and should be coupled with some system of charges that would be equitable in its reimbursement for the actual use of Federal Reserve services. Senator L U G A R . Thank you very much. Mr. M I L L E R . Senator Lugar, I didn't realize—I appreciate your remarks—that the Senate wrent in for hazing. If there is any concern about my firmness, I guess this process of going through a hazing will test it more than usual for nominees. Thank you. The C H A I R M A N . Senator Schmitt, Senator S C H M I T T . Thank you, Mr. Chairman. I am glad to see my colleague, Senator Lugar, move us back towards some balancing of the scales, towards the original concerns that some of us had about the substance of your activities on the Federal Reserve Board as its chairman. I must admit to you, Mr. Miller, that my original concerns have been somewhat lessened by our personal conversations, and by the very fine answers that you gave to Senator Lugar just a moment ago. I still have a few more questions along that line. One is that we talk very blithely, and I don't mean this in disrespect to the Senator from Indiana, about percentages of money growth, when we also know measuring the actual supply of money is a very difficult proposition to say the least, and may in fact have been the undoing of Chairman Burns, who I heard say almost the same thing that you have just said in answer to Senator Lugar about the need to gradually reduce the rates of growth in the money supply until some day it comes into rough equality with the rate of growth of the gross national product. Do you have any ideas on how we can get a better technical grasp of the amount of money, and of the rate of growth? Mr. M I L L E R . I am very concerned about the current tendency for the weekly figures to be evaluated by Wall Street. I read that the market went up or down on somebody's guess of what the figures will be. That is a fad that has had its day and should be ended: it should have gone out with the hula hoop. The only meaningful way we know how to measure money is to look at averages over longer periods of time. Weekly figures can be distorted by the delivery of the mail, by a snow storm, by a holiday, by the arrival of government checks on a particular day. As a matter of fact, we should try to improve our seasonal adjustments. But the Federal Reserve has tried, and it is a very difficult 185 task to predict from year to year how all of these influences of the weather and mail and holidays will affect the figures. I think we have to go for more consistent 3-month averages—or something like that—to get better measures. I must warn you that as the payments mechanism changes—as developments occur in parts of the country in telephone transfers and automatic transfers of savings—we are even going to have to watch our definitions of money. We have a new technical problem, which I want to address very quickly: that is, how to redefine money according to new realities. I think we need to do a big job in education on this. But I can't tell you today how I am going to do this. The process will evolve this year and next year, and it needs very close attention. Senator S C H M I T T . It is something before this committee at the present time, and I, for one, would agree with you, that we are all premature right now in understanding how electronic funds transfer and like communications of money are going to affect the velocity or the growth of money supply in the future. I hope that we can study it, we can understand it, and keep on top of it before either you or we take action that might be premature. Mr. M I L L E R . Thank, you, Senator. When we have a technological change, even though we can theorize, we are not really sure of what the consequences will be—whether we are going to do our business with a lower stock of money and therefore can be sure the Fed will bring down those aggregates, or whether the stock of money actually won't change. We just really don't know. The theories go both ways. Senator S C H M I T T . Then I would take it from your remarks that you expect to try to establish certain steady-state situations within your power over the money supply? Mr. M I L L E R . It seems to me—excuse me. Senator S C H M I T T . And watch the longer averages to see what is the effect of those steadystate situations, and then adjust again on a much less frequent scale than maybe has been done even by Chairman Burns? Mr. M I L L E R . That is more or less what I am saying. I certainly think it is very important—if the velocity of money changes, or the mechanism of settlement and payments, changes—that we don't lose control by failing to realize that we are working from a new baseline. We have got to know where that baseline is, in order to lean against the growth of the money supply. Senator S C H M I T T . But in the best of all possible worlds, I would guess that within five-plus years, you would like to see the growth of the money supply approximately equalling the growth of the gross national product. I give you leeway in whether it is 5 years, or 6 or 7. But it is something that hopefully will happen by that time, assuming no other major catastrophes happen with respect to the economy. Mr. M I L L E R . I certainly would like to see that happen, yes, sir. Senator S C H M I T T . Mr. Miller, would vou summarize vour perception of your relationship with the White House and the Treasury Department ? 186 Mr. M I L L E R . I don't know that I have much of a perception of my relationship with them. Senator S C H M I T T . Future relationship. Mr. M I L L E R . In the future, it seems to me that the Chairman of the Federal Reserve needs to be in fairly close contact with the Treasury on a number of things. I think the procedure wyould be to have, perhaps, a weekly conversation with the Secretary of the Treasury, to make sure that in such areas as the international monetary situation or domestic economic policy we each know everything we should. I think it has been the practice to meet with the Council of Economic Advisers from time to time to coordinate with them. I believe— I am not sure of this—that the Secretary of the Treasury and the Chairman of the Federal Reserve and, perhaps, the Chairman of the Council of Economic Advisers meet with the President from time to time, for a joint review of the economic situation. Senator S C H M I T T . Would you try to insure that that would happen? Mr. M I L L E R . That would be a very useful and desirable thing. My own philosophical view is that the more we exchange ideas, the more likely we are to address our options in a coordinated way and to choose courses of action that are prudent and desirable, rather than to act independently, with uncoordinated and usually not very good results. Senator S C H M I T T . But would you conceive of yourself as well an interactor in these affairs, as an adviser in the development of administration policy ? Mr. M I L L E R . I don't think so. As I understand it, the administration develops its policy, and then it has the courtesy to consult the Federal Reserve Chairman to see if he has any comments on, say, a tax problem or program. Senator S C H M I T T . What if you thought the particular policy was a turkey? Would you be willing to say so, or would you wait and see how it came out in Congress? Mr. M I L L E R . NO, sir. I would be prepared and would welcome an opportunity to explain why a proposed policy is a turkey, why something should be done differently. That is exactly the process of coordination I am talking about. It is too late after a policy has been adopted, because by then everybody has a vested interest in it. Senator S C H M I T T . I was hoping you would improve it. Mr. M I L L E R . Bury the hatchet. But anyway Senator S C H M I T T . I am not even sure why I used the term "turkev." It is in vogue, I guess. Mr. M I L L E R . There are a lot of Indiana turkeys, I understand. Thev raise them ["Laughter.] Mr. M I L L E R . I mean real turkeys. Senator S C H M I T T . Mr. Miller, may I advise you your nomination is in fa^rlv good shape right now, don't destroy it. The next statement I thought you would make is now there are a lot of cold turkevs in Indiana. You have to think about that one. Mr. M I L L E R . I will. 187 Senator S C H M I T T . Mr. Miller, would you similarly describe your perception of your future relationship with the Congress, over and above the regular meetings that we expect to have with you in this committee and also in other similar committees? Mr. M I L L E R . It seems to me the Federal Reserve should maintain liaison with the principal committees that deal with the economy— I would think not only with the banking committees of the House and Senate, but also the tax writing committees. It is important to maintain liaison and have a chance to discuss thoughts on monetary policy with the chairman and members of that committee. It is important to do that. I think the same is true of liaison with the budget committees, perhaps the appropriations committees and with the Joint Economic Committee. There are a number of places in Congress where the Federal Reserve has an obligation to create a dialogue and to interchange ideas and have opportunities to discuss policies. Senator S C H M I T T . D O you feel in those kinds of interchanges that your position would be to at least encourage the search for ways to gradually decrease the deficit, as you in turn try to gradually decrease the deficit, as you in turn try to gradually decrease the rate of growth of the money supply? Mr. M I L L E R . There is a dual aspect to the problem of decreasing the deficit, Senator. I would like to see the deficits decreased. I think the large deficits we have made it hard to shift resources to the private sector where I believe they can do the most good. But quite apart from the theory of deficits is the theory of how we are selecting actions that perpetuate the deficits. It might be more effective over a period of a year, not just to reduce the current year deficit, but to determine whether we are building a program that will perpetuate the deficits or one that will create private investment and decrease the deficits in the future. Not only should we reduce the current deficit, but we should seek impacts down the line by shifting more resources back to the private sector. Senator S C H M I T T . Excellent. Mr. Miller, finally, I want to wish you well in your endeavor, and I hope that you won't think too ill of us. If nothing else, I now have a new ally in some of my other confirmation battles in the form of Senator Riegle, and his very good statement, one which I appreciate very much, about the types of individuals we hope to bring into our Government. You certainly seem to fulfill most of those qualifications. Thank you, Mr. Chairman. The C H A I R M A N . Senator Garn. Senator G A R N . I have no questions, Mr. Chairman, just a brief statement. I am sorry that I had conflicting committee assignments this morning, and was not able to be here the entire time. I started out the hearings, Mr. Miller, as I am sure you remember, the first day telling you I wished Arthur Burns were staying and that was no reflection on you whatsoever. I still wish Arthur Burns were staying and that is still no reflection on you. 188 Mr. M I L L E R . At this point, I am not sure I don't agree with you. Senator G A R N . But in any event, I think we have had the most detailed nomination hearings in the three years I have been on the committee. I see nothing in the hearing record whatsoever that should prohibit you from being confirmed. The only reservations I have had from the outset have not changed, as I have read the record and gone over your background over a period of weeks, what some of my colleagues have been saying, and that is independence. It is very important to me that you, as Chairman of the Federal Reserve Board, and the whole Federal Reserve Board, stay independent of the Congres and of the President. I think that is an extremely important check and balance in our economic system. I have been pleased with some of your answers and displeased with some of them. But I do hope if you are confirmed that you will maintain a very strong independence from influence from us, as well as this Administration or any other. I think that independent judgment is so important to serve as a check and balance. So I am prepared to support your nomination, as a matter of fact, I believe we have carried this on sufficently long that I would suport Senator Mclntyre's efforts to bring your nomination to a vote today, so that we can report it to the floor. The C H A I R M A N . Senator Stevenson. Senator STEVENSON. Mr. Chairman, I don't have any questions. I would only observe, Mr. Miller, that while I had some doubts about the wisdom of continuing these hearings, and conducting the investigation that has been conducted, I don't have any more, because they have demonstrated beyond any doubt whatsoever that you are well-qualified to serve as Chairman of the Federal Reserve Board, and, Mr. Chairman, I feel, as do other members of the committee I am told, that the nation should not be made to suffer any more by delay in this committee on this nomination. I regret that I couldn't have been here earlier, I had three other committee meetings, including one that I had to chair. And I hope, Mr. Chairman, that it won't be necessary to be here for any more meetings of this committee on this. If the motion is made to report the nomination favorably today, I would support it. Thank you. The C H A I R M A N . Thank you, Senator Stevenson. Mr. Miller, I just have a couple more questions on that beloved Air Taxi matter. Then I just have a few more in another area. Mr. M I L L E R . We should get a code name for Air Taxi; maybe a fish name. The C H A I R M A N . What is that, sir? Mr. M I L L E R . I said we should get a code name for it. The C H A I R M A N . Yes, You had a code name for Mr. Khatami No. 1, in your cables. Mr. Miller, our staff, as you know, when you were nominated, knew nothing about Iran, Air Taxi, Bell Helicopter, or General Khatami. Yet within a short time after your testimony, on the $2.9 million payment, we knew that General Khatami was a secret owner 189 of Air Taxi. Yet your men were on the spot, they investigated Air Taxi in Iran, cables went back and forth, people were interviewedi met with, talked to, and you set up your own investigation through Mr. Soutter, and yet our staff learned in a very few days what has since been confirmed, that you and your company's top executives tell us you did not know. How do you account for that? Mr. M I L L E R . Senator, I think the information that you have, the lead you had, was from intelligence files to which we have had no access. I would like to describe to you a little bit of the realities of doing business if one is a hardworking diligent person. I have been to Iran twice. As I recall—and the dates may be a little off—the first time was at the end of 1974; indeed, I tnink I even spent New Year's there. I spent a week there then. I worked every day on trying to develop the new program we were working on when we had no sales representative there. We were discussing the prospects, visiting our bases of operations, meeting the people. I was getting acquainted with what we were doing in that country, because it was becoming more important that I know. And during that time, I did not meet with any embassy people, attend any cocktail parties, or go to any place where one would hear rumors and gossip. I went again in the fall of 1975—after a sabbatical in the summer of 1975—and negotiated a very large sale, much larger than the one we have been discussing, directly with the government of Iran, with no sales representative. I was there for two weeks. I attended no cocktail parties; I attended no social events other than dinner with my own executives; and I never ran across any rumors or gossip that are apparently the way this sort of thing comes to one's attention. So I don't criticize my officers, who, I believe, may have worked too hard. Maybe they should go to some cocktail parties and pick up information. The_ C H A I R M A N . N O W let me just give you what the staff evidence w^as, other than intelligence sources, that were available, freely available to anybody who inquired. The public record of the registered companies in Iran from 1958 through 1965 showed Khatami to own 40 shares of Air Taxi. As I said, during much of that time he was your agent. That was uncovered not by our staff or by an official of any kind, but by Mr. Robert Bell. Mr. M I L L E R . Senator, could we do them one at a time? The C H A I R M A N . All right. Mr. M I L L E R . Y O U see, you have already mentioned the record through 1965, and our people selected Air Taxi in 1968. The C H A I R M A N . Y O U selected them first in 1 9 5 9 , did you not? Was it not your agent earlier? Mr. M I L L E R . I had no knowledge then, nor did anybody pay attention to the dealers in Iran of any substance at that time, because we sold no aircraft. We looked at whatever existed at that time. Before then The C H A I R M A N . You don't look into prior history when you select an agent? 25-067—78 13 190 . Mr. M I L L E R . Y O U heard this morning from the man who headed the team, who went to Iran to look at Air Taxi in 1967 or 1968. He said he inquired; he said he found no evidence. You say he should have looked at the record of the registry for 1965 and before. I don't know whether that was available to him. The C H A I R M A N . All right. The State Department conversation with the Iranian Ministry of Justice, which showed that Khatami was chairman of Air Taxi from 1957 to 1965. The availability of William French, who was your agent in Iran. The availability of Robert Bell, who came to the offices as you know of Bell Helicopter in Fort Worth to make his report. The documents of French and Bell in the Bell Helicopter files. The availability of Khatami's agents, Safavi and Rafaat, to give oral testimony respecting Khatami's ownership of Air Taxi. The availability of military and State Department officials to testify as to the reputation of Khatami as owner of Air Taxi. Furthermore, General Jablonsky was available to you, the head of MAAG, his, predecessor head of MAAG, General Twitchell, and General Price, military attache. All of these people testified they knew of, have deposed in affidavits that they knew Khatami was the owner of Air Taxi. And of course General Khatami himself. Now I can't understand how we can make an investigation of this matter with these public sources and U.S. sources available, and you, having had an allegation that General Khatami had silent ownership of Air Taxi, didn't discover it. Mr. M I L L E R . Senator, the comments you attribute to M A A G officials, if I read those right, say I heard rumors, I heard gossip, I heard something second or third hand. I don't find any statement, outside of intelligence reports, of direct knowledge by any of those people. And, as I said a moment ago about my travels to Iran, my people don't go to cocktail parties or social circuits to hear gossip. The C H A I R M A N . This wasn't a cocktail party. General Price said he was told by General Khatami himself. He testified General Khatami informed him in late 1969 or early 1970 that he had an interest in Air Taxi. Mr. M I L L E R . Why would that have been available to Bell Helicopter, Senator? If General Khatemi said that to General Price, General Price would have had to tell us; and he didn't. The C H A I R M A N . Did you ask General Price? Mr. M I L L E R . I had never heard of General Price. The C H A I R M A N . He was the military attache. Mr. M I L L E R . Y O U may have a different technique, but I don't go to embassies and go up to the military attache and say, "Are any generals in the country I am in now on the take?" That is not my usual opening comment. The C H A I R M A N . I am talking about your man, when he made the inquiry. I am not talking about you. I know you didn't make an inquiry, I am not saying you should have. I am saying when this investigation was made by Bell Helicopter in 1967-1968, as to whether or not they should sign them on, when they had these alle- 191 gations and these relationships were continuing, they, at that time, it seems to me, should have made this kind of inquiry. Mr. M I L L E R . Senator, you had before you this morning the man who headed the team. I suppose he could find out; you could ask him whether he knew General Price and whether he asked him. I don't know. The C H A I R M A N . The investigation that was conducted by your counsel, Mr. Soutter, that was on his initiative, is that correct, in 1975, of the $2.9 million payment, I should say? Mr. M I L L E R . Yes, sir. I think I said this morning I can't recall if he brought the matter of an investigation to my attention in 1975 or I brought it to his attention. I said I rather thought he called it to my attention. The C H A I R M A N . At any rate, it had your approval and knowledge ? Mr. M I L L E R . It certainly did. and my endorsement. The C H A I R M A N . What direction did you give to Mr. Soutter as to the kind of investigation he should conduct? Mr. M I L L E R . He brought it to my attention. I said look into it and make sure you are satisfied. He is a lawyer——rThe C H A I R M A N . Why don't you do what a number of corporations did, and retain an outside counsel to make an investigation, so it wouldn't be a matter of your company investigating itself? Mr. M I L L E R . Because we had no evidence of wrongdoing. We don't hire outside counsel to investigate our employees when there is no evidence Of wrongdoing. The C H A I R M A N . Well, you did investigate this $ 2 . 9 million payment ? Mr. M I L L E R . We had no evidence of wrongdoing, Senator, at that time, nor would the files The C H A I R M A N . This is in connection with the concern that I expressed in a letter to the SEC chairman, to investigate the 25 leading defense contracts, and you were 15th, one of those 25. Mr. M I L L E R . I am sorry, I don't understand the question. We did investigate, and we didn't have any indication from anything in the Air Taxi files or from the people who had dealt with Air Taxi in the 1970's and who were concerned and responsible that would lead to any sense that there was something amiss. In the absence of something being amiss, a fishing expedition is hardly called for. The C H A I R M A N . Well, Mr. Soutter testified that he didn't talk to Mr. Jose, he didn't talk to other people at Bell Helicopter who knew about it. Mr. M I L L E R . Mr. Jose had nothing to do with this business in the 1970's. He had gone; he had been assigned to domestic marketing. I doubt that he was even aware of the negotiations with Air Taxi. Since Mr. Atkins had never heard from Mr. Jose, and since no one else who was then involved had heard from Mr. Jose, I don't know what would be the clue that would have sent Mr. Soutter to look further than he did. I suppose you would have suggested that our general counsel put an ad in the paper and say, "If anybody knows about Air Taxi, come in." Mr. Jose was not involved ; nobody who 192 was a principal knew he had this information. He did not hide it, I didn't even know-—— The C H A I R M A N . I can't understand what kind of investigation of this $2.9 million payment this was. Our staff went down to investigate it, and they looked at the records, and had no trouble finding out that you had in your files, in your own files, at Bell Helicopter, the allegation by a responsible attorney, that the General owned an interest in Air Taxi. It was there, if you asked the right people for it. Mr. M I L L E R . Senator, I commend your staff for digging up information that was not available to us. We did not have a clue, Mr. Souter did not have a clue that the information about Air Taxi was in a file of International Helicopter Consultants. That was a name not even known to Mr. Atkins; he would not have remembered it. Our counsel in Bell Helicopter did not have any clue that Air Taxi information could be found in that file. Again, I don't know what the procedure is in your world, but in our world, we file things by subject. Air Taxi is a file ; International Helicopter Consultants is a file. You found the clue through this intelligence probe, which I assume means that the intelligence information must show French as a source; that led you to the clue. If he was the source— The C H A I R M A N . Absolutely not. Mr. French was not. Mr. M I L L E R . I don't know how you found out he was a source. Maybe he sent in a letter or something; I don't know. The C H A I R M A N . A S I say, we found out through the documents not initially given to us. As to the Arthur Young audits, they discovered over the past year that at least four divisions of Textron funneled kickbacks to foreign customers, in some instances through secret Swiss bank accounts. These kickbacks, that took the form of overbillings, and accommodation payments, were going on for at least a year after you officially put Textron and its divisions management on notice that these practices were unacceptable. What Steps did you take, as Textron's chairman, to carry out your policy edict, issued in 1976, against questionable or illegal payments ? Mr. M I L L E R . Senator, those statements are, I am afraid, from the press; and they are incorrect. None of the transactions you talk about involved any Swiss banks; none involved any secret bank accounts. They involved a common practice, which we do not happen to allow in our company, but which is perfectly legal and proper: that is, at the request of a customer, an invoice is sent in a larger amount ; he pays a larger amount and builds up a credit. He may do this because he feels the currency may devalue in his country. This is perfectly legal; there is no violation of law. But I don't like the practice. We did a 5-year investigation and we found over that period of time something like $200,000 in billings where there had been no falsification of the records, there had been no slush funds, there had been no kickbacks, there had been no secret bank accounts, there had befen no violation of law. We stopped the practices instantly, and they do not warrant the characterization that has been put upon them. 193 The C H A I R M A N . Y O U took a bit more than a year while those practices continued? M r , MILLER. NO, sir. The C H A I R M A N . My time is up. Senator Brooke. Senator B R O O K E . Mr. Miller, I think this matter should be clear for the record, because it did come into the testimony. The Securities and Exchange Commission wrote a letter, dated February 22, 1978, to the committee in which they said there were certain matters regarding Textron that were under review, but that the details of such matters would not be discussed because of privacy rights. I quite agree with them. But the same general description of these matters mentioned in the SEC's letter have been made a part of the committee's public record, I would like to discuss them with you. One, the remittance of $300,000 by a Textron subsidiary to an independent foreign sales representative in connection with a $1.6 million sale of equipment manufactured by that subsidiary to a foreign government entity. What is your comment on that? Mr. M I L L E R . Senator, I learned of that situation at the hearing on the 24th, and I looked into it. The story is as follows. Back in February 1971 a company called Tropical Aircraft Sales Nigeria was appointed Bell Helicopter's sales representative in Nigeria. Later, after a few months, it was given the right to sell in 17 other African countries on a case-bycase basis. At the Paris Air Show that year, there was an interest shown in a couple of our model 212 helicopters by the Government of Ghana. And as a result of that, Tropical Air worked on the sale of two helicopters to the Government of Ghana for VIP transportation. Tropical Aircraft submitted a standard purchase agreement, proposing to buy these helicopters and their spare parts and accessories for about $1.9 million. The proper Bell list price would have been about $1.6 or $1.7 million, so Bell rejected the order. A new order was submitted for the proper amount of money, and it was accepted. By September of that year—September 20—the helicopters were delivered. Now the payments that Bell received between September 10 and September 22, 1971, came in two forms. There was $613,000 in cheeks or deposits, and there were notes, promissory notes. This was a finance sale through the Export-Import Bank, and the notes that came in for about $1.3 million were assigned to the Continental Illinois National Bank. So Bell received about $1.9 million in cash, way more than the order of $1.6 million. The administrator in the export marketing department took the $1.6 million due Bell. And then, since the money had been received for the account of Tropical Aircraft, he sent the balance, which happened to be $310,000, to Tropical Aircraft's account in Miami, Fla. In my opinion, that was not handled properly. In my mind, that should have been surfaced through the top management of Bell and should have come to my attention. 194 I don't know at this point that anything wrong was done, but it was a strange transaction. I think it was wrong, and I would not approve of it. I did not know of it, and I regret and apologize to you that we didn't find that incident and surface it. We should have. Senator B R O O K E . Well, on the surface of it, it would appear to -me to be an improper arrangement. Do you agree? Mr. M I L L E R . On the surface, I don't like it at all. I don't see that Bell Helicopter people had any benefit from it. But I don't know why, after we had already rejected the order, they had it rebilled and then accepted the money and did not bring it to the attention of someone higher up. That to my mind, is not good handling. Senator B R O O K E . That matter came to your attention, you said, on the 24th? Mr. M I L L E R . It came to my attention here at the committee hearings. Senator B R O O K E . That is the first time you had heard of it? M r . MILLER. Y e s , sir. Senator B R O O K E . And no Bell Helicopter official had reported that to you? Mr. M I L L E R . NO, sir, no Bell Helicopter officer knew of it. Bell Helicopter officers themselves had rejected it. And then, down in the export department, when the order came in, the people just sent it on. They shouldn't have done that. Senator B R O O K E . Have you taken steps to correct that now? Mr. M I L L E R . Yes, sir. We will see that that is cut out. As I said before, when you are working with 65,000 employees, there can be shortcomings. But we do have strong controls, and we have strengthened them a lot. This nation has learned a lot in the 1970's about these kinds of things, and we have tightened and toughened our controls, even though I think we had good ones. Senator B R O O K E . Second, the use of push money, salary contributions, and other promotional practices by another Textron subsidiary. Mr. M I L L E R . Yes, sir. In December, 1977, the SEC was in touch with us because of some questions about promotional allowances, which are common in consumer products. You know, cooperative advertising, arrangements to pay compensation for clerks, are offered uniformly to all stores. One of our products has engraving, and engraving machines are offered with it. These practices are common; in fact, these practices— some of them— are regulated by the FTC. When our representative appeared before the SEC, it turned out that this matter came before the commission because of forged documents that, apparently, had been sent to the SEC by an employee who had been fired. We looked into it, and there was no substance to it; that is the whole story. Senator B R O O K E . Are you satisfied Mr. M I L L E R It satisfied me. There was no problem. It shows you how information coming out indiscriminately can do serious damage to the reputation of a company. I don't know how one can protect oneself against vengeance from a fired employee who thinks it would be nice to injure the company. 195 Senator B R O O K E . The next matter listed in the S E C letter concerns the disclosure of instances of overbillings, underbillings, and other billing practices apparently employed by several divisions of Textron to accommodate their customers in the establishment of questionable funds of cash? Mr. M I L L E R . Senator, it is against our policy to do this, although it is legal and many companies do permit it today. It is not, in my opinion, a matter of illegal and improper payments; it is a matter of going beyond what the law requires. Senator B R O O K E . Have you always been Mr. M I L L E R . I have always had that policy, but I have strengthened it in recent years. You see, we didn't have an international business until the 1970's. In 1969, I started developing a strategy. A very small percentage of our business was international in 1969; today our business is one-third international. As we became an international company, I tightened all of the procedures, because it became more important. Senator B R O O K E . When you say you didn't have an international business, you did have Air Taxi as an agent in 1960, but you had no volume? Mr. M I L L E R . Let me revise that. Textron's international business in relation to its size was small. As we began to expand internationally, we paid more attention to controls and procedures as a deliberate policy. And we have more subsidiaries now; we must be sure they are audited properly. We insist that foreign subsidiaries use American standards for accounting, and pay their taxes—do all of the things we think are proper. In 1976 two cases were brought to our attention by Arthur Young in its audit of some of these practices. I will describe a few to you, so you will understand them. They were innocent, but I don't like them, and they were against our policy. Let me give you one case. One division was exporting its product to a foreign country through a very reputable distributor. The product was shipped in one shipment and invoiced properly, and the packaging materials were shipped separately, because the two weren't easy to pack together. The distributor took the two and packaged them for display at retail. It turned out that in order to clear customs in this country the distributor needed to place a value on the packaging material. So, at the request of the distributor, our division sent an invoice for the material and credited it back to the account, because he didn't owe us for material; he had already paid for it. That was an overbilling technique. It is just an innocent overbilling. Today we bill differently: We send the material with one invoice— minus the cost of packaging—and we bill the cost of packaging separately. The distributor pays the same amount of money in either case. There was no deceit then, no hidden record. But it was technically an overbilling. Senator B R O O K E . Y O U are saying in effect it was not an overbilling though? 196 Mr. M I L L E R . N O ; it was not. But I don't like that kind of procedure, because when you are trying to run a large company, if you let that happen somebody will take the next step. So I don't like to have that kind of procedure. Senator B R O O K E . But the customer does not pay twice, does he? M r . MILLER. O h , no. Senator B R O O K E . Nor does the customer pay any more than the contract price? Mr. M I L L E R . N O ; never. That is one example. There was another case in another country where, at the request of the customer, the invoices were higher than the cost of the shipment—that is called an overbilling—and he paid more; the balance was shown as a credit. A lot of people in foreign business do that because it is convenient. If they have some need—if they are coming to New York, for example—they may just use the money in their account—it is like having an excess balance in your account at the department store. There is nothing illegal about that, nothing wrong with it. But we don't approve of that practice. Now because that had occurred, we did an investigation using the SBC's kind of rules. We found that, over 5 years, one division had exported over $40 million of products and had accumulated about $200,000 using these kinds of techniques. We stopped that immediately. A 5-year investigation was completed; it was reported to the audit committee; and our audit committee and Arthur Young agreed that it was not material and that it was not any problem. At that same time, there was a second incident, which happened to involve a subsidiary of ours in Switzerland that had been doing somewhat the same thing. Hence, no doubt, the rumors that there are secret Swiss bank accounts. You know, you would expect to deal in Swiss banks if you are in Switzerland. But it was the same sort of thing. I think that division was smaller, I can't remember. It had shipped maybe $15 million of products over the period and had accumulated a little more, maybe $300,000 or so. The effect was the same. Senator B R O O K E . But you would agree that the practices are not the best practices? Mr. M I L L E R . I do not think they are. I do not think they are illegal, or, in these examples, improper, but I don't approve of them. Senator B R O O K E . And you have discontinued them ? Mr. M I L L E R . They all have been discontinued. Senator B R O O K E . Finally, the SEC has under review the adequacy of Textron's disclosures with respect to information regarding numerous proceedings brought by Federal or State governmental authorities regarding alleged employment discrimination on the basis of race, sex, age, religion and so forth? Mr. M I L L E R . We have, I think, a very fine record. I have, as you know, been very active personally in the whole field of equal employment and equal opportunity for 15 or 20 years. And our company has had a good record. I don't know to what you refer so I am not sure I can answer your question. There are discrimination cases brought from time to time. There are always some pending. I don't know of any examples that would respond to your question. 197 Senator B R O O K E . The allegation is there was a failure to disclose. Mr. M I L L E R . I am not sure to what that refers. I don't know of anything we have failed to disclose that is required. Senator B R O O K E . Have you looked into this personally? Mr. M I L L E R . NO, sir, I haven't. Senator B R O O K E . When did you become aware of this? Mr. M I L L E R . I think I read it in the newspaper. Senator B R O O K E . Y O U mean recently? Mr. M I L L E R . I read it in newspaper stories of the last few days. Senator B R O O K E . But as far as you are concerned, Textron's record regarding fair employment opportunities is a sound one. Mr. M I L L E R . Senator, I believe it is sound. And, from our corporate point of view, we have had a rigorous policy in this regard. I can not guarantee that every plant manager and every office manager in every part of our company is as rigorous as I think they should be. But we will continue to make this a higher priority within Textron. Senator, there are three other kinds of incidents that have been referred to in the papers that I think are unfair and ought to be cleared up a little. Senator B R O O K E . I was going to get to them, but my time is up. If the chairman will permit you. Mr. M I L L E R . Maybe I can take my time, because I am very anxious to help this committee clear this up, and I am very anxious to make sure that Textron's reputation is not harmed in this process. The words that have been used—kickbacks, secret accounts, bribes—are false; they are false. And the SEC investigation will be resolved, I have no worry there. The three other things that came up were as follows. After the incident of some overbilling practices in 1976 that I described a moment ago, I wanted to reemphasize to all of our people that they should be very, very alert to this kind of problem. So I wrote a memo saying, "Even though you understand me, please look further." As a result, two of our divisions came to our corporate offices and said, "well, we had such practices. We didn't know there was anything wrong with them; we had misinterpreted; we want you to know about them and to make full disclosure." Our offices have been gathering data and will gather data over 5 years and will thoroughly investigate these matters. I don't know when this first came to the corporate office's attention—sometime after mid-year or so. I think our financial people are onto the investigation; it may take months to make sure they track everything down. One of those divisions had a situation where an employee who had been terminated had used such a practice, unbeknownst to the billing department. Our people apparently were concerned about this, and asked for a legal opinion. They received an opinion from outside counsel that what they were doing was proper. But even if that is true, I am not satisfied with it. But again, these are two incidents which, are in the process of being reviewed, and which do not, on their face, warrant any of the characterizations that have been made. AT Textron, none of these situations involved any slush funds, any corporate officers or directors, any bribes, any kickbacks, any falsi- 198 fication of records—one of that has been involved. Everything has been a question of how far we want to go in being super-clean. The third incident—I might as well complete this—as I told you involved push money and was a fraudulent claim. The other incident I have talked about. In summary, two incidents were settled by a 5-year review. Two are under review. The last incident involved a single check sent by one of our overseas offices for a sales representative in payment of his commission in the proper amount and in the proper name. But, instead of sending it to his country, they sent it to Switzerland—not to a secret account, but to an open account. No law that I know of was violated. But I still don't want that kind of thing done. Now maybe my being too puritanical has hurt Textron, because these things wouldn't now be questioned if I had made the test one of legality. I think my company has suffered because I have asked them to go too far. I am really saddened if that is true, because when I accepted this nomination, I thought one might get credit for that sort of conduct, but it turns out one may not get credit for it. Senator B R O O K E . Thank you. The C H A I R M A N . Senator Williams. Senator W I L L I A M S . I have not been able to be present through these lengthy hearings. I have several questions for Mr. Miller concerning his philosophy in connection with the use of the Federal Reserve authority, our declining dollar, and using the discount rate. However, I would assume at this advanced point in the hearings that this record, as voluminous as it is Mr. M I L L E R . It has good things to say, Senator, good things. Senator W I L L I A M S . I will review that. And I would like to yield to the Senator from New Hampshire. Senator M C I N T Y R E . I thank my good friend from New Jersey. Mr. Chairman, we have made some inquiry because of your statement that the rules require the opportunity for all members to have an opportunity to read the hearing record. As a result of a check by the staff, Mr. Weber of the staff, we find that the following senators are willing to proceed to a vote on Mr. Miller's confirmation as of today: John Sparkman, Harrison Williams, myself, Alan Cranston, Adlai Stevenson, Robert Morgan, Donald Riegle, Jake Garn, Richard Lugar, and Harrison Schmitt. We were unable to reach Mr. Sarbanes, Mr. Brooke can speak for himself, and Mr. Heinz apparently has left the hearing room. But on that basis, and on the urgency that we have to fill this very important office, I would like to move the committee into executive session, so we can consider the question of the confirmation of Mr. Miller. The C H A I R M A N . Well, the orderly procedure would be to complete the interrogation of Mr. Miller. I don't think it will be more than a relatively short time before we do that. And then we can go into executive session. Of course the committee can do whatever it wishes. If the committee prefers, and I take it the Senator from New Hampshire 199 obviously has all kinds of votes for all kinds of motions today, if he persists, I suppose he can out-vote me and one or two others. So if the Senator wants to move us into executive session, I will recognize him for that purpose. I think the orderly procedure, however, would be to complete the inquiry of Mr. Miller, and then act. Senator M C I N T Y R E . I would be agreeable, although the hour is getting late, to withhold, if there are any other senators who desire to question him. Senator BROOKE. I have more questions that might I ask. And concerning the rules, as I understand them, the chairman said that it would only take one objection in order to consider the nomination prior to 24 hours. In other words, it would take unanimous consent. Is that correct or not ? Senator M C I N T Y R E . I don't consider myself a parliamentarian but Senator BROOKE. I am asking the chairman. The C H A I R M A N . I am going to to turn to the staff director, who has looked at the rules and get his opinion on this. Mr. M C L E A N . Senator Brooke, the procedures formally adopted by this committee on January 27, 1976, provide in substance that there shall be no vote on a nomination until 24 hours after the transcript has become available. However, that rule can be waived by unanimous consent. Technically these are procedures of the committee adopted at the organization meeting and are not formally a part of the committee rules. Senator BROOKE. Mr. Chairman, if I may Senator CRANSTON. I would like to ask the rule specifically be read. Senator STEVENSON. Where does that appear in the rules? Mr. M C L E A N . These appear in the procedures adopted by the committee and these procedures have been appended to the committee's standard questionnaire that has been in use for the last 2-plus years. Procedure No. 2 provides: The committee shall vote on the confirmation not less than 24 hours after the committee has received the transcript of the hearing, unless waived by unanimous consent. Senator M C I N T Y R E . I have a question, Mr. Chairman, a parliamentary question. I don't believe that this rule would apply to taking the initial step of moving the committee into executive session to consider the nomination. Then at that point it may be that rule No. 2 here permits one senator to object. I still think we can move to executive session. Senator BROOKE. I am not objecting to that, Mr. Chairman. But, if I may, Mr. Chairman, at this time The C H A I R M A N . Senator Brooke. Senator BROOKE. I respect the right of each and every senator on this committee, or any other committee for that matter, to voice his own opinion, make his own statements and make his own judgments. I want to voice mine relative to the direction in which this hearing appears to be going at the present time. I also want to state that I 200 don't think that the direction the committee is taking, or appears to be taking, is in the best interests of the confirmation of Mr. Miller. There have been all sorts of statements made that there have been delays in these hearings. Mr. Miller, I want you to know from the beginning, and I think you do know, that your rights have always been protected by this committee. I stated that to you when you first appeared before this committee. There have not been any delays in my opinion, so far as your confirmation is concerned. Information came to this committee regarding the ownership of Air Taxi during committee's January 24 hearing, as you will recall Mr. Miller, because you were sitting in that seat, which came as a shock to those of us on the committee who were here. When the committee learned of this issue, the committee members in attendance approved a motion by Senator Heinz of Pennsylvania to conduct an investigation to determine what actually was behind those allegations. I think that is not only the right, I think that it is the duty and responsibility of this committee. The committee voted unanimously to conduct that investigation. That investigation was conducted, in my opinion, and I think in the opinion of most people, because I have heard them commend the staff, as a thorough in-depth investigation and was completed in a reasonable period of time. And a report was made back to this committee. Since that report was made to this committee, we have had 1 and a half days of hearings to review the facts contained in the staff report. At no time have there been allegations or insinuations from this committee, and at all times we have tried, in a courteous and fair manner, to give Textron officials and all of the witnesses who have appeared before us every opportunity to clear up this record. I have said time and time again, and I think I have been at all of these hearings along with the chairman, that we have been zealously watching and protecting Mr. Miller's rights and the rights of his corporation. The reason I asked my most recent questions, Mr. Miller, was to give you an opportunity to clear the record. Now in many ways I think the hearings have helped you and your corporation. You said yourself the whole question of overbilling was a practice that you never even had heard about until just recently you found out about it. which would never have come up. There are other matters I could go into, because I have lived with this so long, I know every strain of evidence that has been presented. But I do want to assure my colleagues on this committee that there is no attempt whatsoever to delay or in any way impede the progress of these hearings. I think it is appropriate that those members who have not been able to attend all of these hearings, because they have had commitments in other committees, to at least have the opportunity to review the transcripts and review the record. T think that is their duty, I think that is their responsibility. I think to surreptitiously go into an executive session and try to vote out your confirmation is not in your best interests, it is not in the 201 best interests of the chairmanship of the Federal Reserve, or in the best interests of this country. I implore my colleagues not to proceed on that route. A$ of now, from the testimony I have heard, I intend to vote for your confirmation. But I do object to any attempt to rush to judgment without giving full hearing to what would now seem, to be the completion of your testimony, and without providing some time for an opportunity for my colleagues to review the transcripts. As a man who has done a phenomenal job with the building of this corporation, I am sure that you would want the full record before any confirmation vote is taken on };rour confirmation. Senator S C H M I T T . Would the Senator yield? Senator BROOKE. Yes. Senator S C H M I T T . I certainly can confirm the Senator's presence at these hearings. I have been here most of the time myself. I think we both felt it was our obligation, as well as our duty, to insure that the hearings were conducted properly. It is my feeling, however, at this point, that the basic questions of Mr. Miller's knowledge or lack of knowledge of the alleged ownership of Air Taxi by General Khatami, and whether he should have taken measures to insure he had that type of knowledge, have been answered and that is the basic reason why I think the situation, as far as this committee is concerned, has been largely resolved, and would support Senator Mclntyre's motion. I do feel, however, that there are other questions that it would be only appropriate to have clearly identified for the record and maybe those questions could be in fact asked for the record and supplied bv Mr. Miller for the record, in order to do what I believe the Senator sincerely wants to do. Senator BROOKE. There is more involved in these confirmation hearings, if the Senator would yield, than General Khatami's ownership or part ownership of Air Taxi. We are concerned with the issues that the Senator from New Mexico raised, the nominee's views on monetary policy in this country, his administrative qualifications, all of his qualifications. There is much of this in the record on the first day of the testimony. I dare say that many of our colleagues have not had an opportunity to review that transcript. It is voluminous. And all of the record has not even been printed yet, so obviously it can't be reviewed. That is all I am suggesting to you. I don't think that the chairman has tried to have a delaying tactic by virtue of his request that 24 hours after the conclusion of this hearing, that this committee meet and vote. I don't think that is an undue or unreasonable request by the chairman. Senator R I E G L E . Mr. Chairman, may others be heard at this point? The C H A I R M A N . Of course. Senator Riegle. Senator RIEGLE. We are proceeding in a somewhat irregular order. I will be very brief. I know the Senator from New Hampshire apparently wants to proceed with his motion. But I, at least so far, have not called on the committee to move this matter today. I have said that I would not object to the Senator's request. Bftt I toy self 202 have not yet called for that, because I am not sure that we ought to focus at all on the question of whether we try to do it today or whether we try to do it Thursday. But I think it is important to note, and it is my judgment that one of the reasons we have this disagreement, in other words, the circumstances that are behind the comments that I hear being made, is that I think the Air Taxi case, which was in a sense the thrust of the test of Mr. Miller's integrity, his forthrightness before this committee, that the house of cards, of bits and pieces and scraps of evidence were constructed, and worked on very carefully and it collapsed, and it collapsed loudly, in my judgment, and in full view of all observers. I think, as flat as a pancake today. Senator B R O O K E . Would the Senator yield ? Senator R I E G L E . I will momentarily. Senator B R O O K E . On the house of cards, that is all? Senator R I E G L E . Let me complete my comment, and if the Senator wants to comment on it, he is certainly welcome to. But I think what we have pretty clearly established and what I thought I had heard virtually every Senator, including the Senator from Massachusetts, indicate at one point or another today, if not before today, is that the issue of whether or not Mr. Miller had been derelict in some fashion or been untruthful to us in some fashion with respect to the Air Taxi case, which has certainly been the centerpiece of investigation here, was really no longer a question. And it seems to me that some of us, I think, have the suspicion and the concern that there may be an effort afoot to try to put the house of cards back together again because it has collapsed. I don't want to hurry this committee, and if there is some member of the committee who has indicated a sincere interest in wanting to have the committee transcripts to look at for an additional 2 days, and those are the rules, I have no question about that. Although it seems to me, I have not heard any senator, arguing for the need for an additional time, other than those who have been here the whole time, or say they have, and have seen and heard the whole committee record. The thing I am concerned about, because I think this has become very much a borderline inquiry, I am not for shutting it off in terms of the desire of people to carefully reflect, if that is needed, but if the whole exercise is to in any way, the time is to be used to try to put the house of cards back together again, then I would have objection to that possibility. I do, because I think—wait until I am finished and I will yield— because I think some damage has been done. And it has not been done to the people who have an interest in pursuing this. I think it has been done to others, and people have different views on that, but that happens to be my view. ^ And therefore I am very sensitive to the issue that if we have got something hard, something real, something concrete that the Senator from Massachusetts can lay on the table that we have not previously h^sherl and rehashed, or if the Senator from Wisconsin has it, or any other Senator has it, then I think the time to do that is now, 203 and short of that, then I think we are very close to a point where we ought to be able to wrap up this proceeding. I, frankly, would be at a loss to understand what additional time is designed to do in the absence of some finding, some new piece of information, or fact, that we have not all immersed ourselves in with the same degree of time and effort as has the Senator from Massachusetts. Senator B R O O K E . Would the Senator yield? Senator E I E G L E . Yes, I yield. Senator B R O O K E . G. William Miller is not on trial. There have been no indictments, no informations, no trial and we are not here trying him. We are finders of the fact. I can't conceive of whom you would believe would be the architect of your house of cards, either who built the house of cards, constructed it, or who would want to put it back together again. Senator R I E G L E . Would the Senator want me to describe that? Senator B R O O K E . Yes. Senator R I E G L E . A S I size up our investigative effort by the committee, there was a question at the outset as to whether or not this particular transaction was something that was illegal and improper, and that possibly Mr. Miller had some involvement with or contact with it. And, if he had, in terms of his testimony to this committee, had been untruthful in even one instance in terms of his testimony here, that that would constitute, I think in the minds of most of us, a measure of his unworthiness to be considered for this post. So there was an effort to ascertain whether in this case there was such knowledge. And as the Senator knows, and he may want to forget it right now, but there are at least 100 questions that he himself has asked to try to pin that down very specifically. And I respect him for doing so. I have done so myself. The point is we have been over that ground, and it seems to me the pursuit of whether or not there was that link, whether or not there was something that would indicate there was that kind of untruthfulness or impropriety, we have completed that work, insofar as I can judge, unless there is something new the gentleman wishes to offer. That is the thing that concerns me. It was the construction of that, what I consider to be a house of cards, because in the end, and I think the Senator from Massachusetts can rephrase his own comments to this effect, we have not found anything that can in any waveshape or form, tie Mr. Miller to this activity in terms of Air Taxi. Senator B R O O K E . Would the Senator yield? Senator R I E G L E . Yes; I yield. Senator B R O O K E . We directed our staff, by your vote as well as mine and others, to look into this matter and to report back to us, which the staff did. The staff was not delegated to create, construct a house of cards. Nor did it create nor did it construct a house of cards. It found out certain information and reported to us. On the basis of that information we have sat as a committee to find out facts. 204 We have been trying to find the facts, not trying to pin Mr. Miller down to anything. Senator R I E G L E . What did we find with respect to Mr. Miller? Senator B R O O K E . We have found cartain information and certain facts. I personally have found, and each one has to make their own finding, that Mr. Miller was not personally connected with any decision or had any knowledge of General Khatami's interests in Air Taxi. That is what I personally have found. I don't know what the Senator from Michigan has found, or what any other Senator has found. That is what I have personally found. But I am not prosecuting, Senator Proxmire is not prosecuting, no Senator is prosecuting Mr. Miller. We are trying to find the facts. The Senator from Michigan would indicate that we have created a house of cards and that we are going to try to pin him down to it because the staff has given us that. That isn't right at all. The staff found out certain information, and you complimented the staff in the most flowing terms, as did other Senators. You would not go back and say the staff erred in its work, it went beyond what its job was in the first instance. I complimented them because they made no conclusions. They didn't make any conclusions. They stated what facts they found and they gave us the documentation, we looked at it, and, as a result of it, we asked the questions. It is our job to ask those questions. As long as I sit here, I will ask those questions, whoever the witness happens to be. I did it with Mr. Miller, and I think to Mr. Miller's best interests and I think Senator Proxmire and others did as well. But now to come back and try to imply we have made a case, and there was a presumption of guilt, and that we are trying to prove him innocent from that presumption of guilt, or to make him guilty is just not the fact. Senator M C I N T Y R E . Would the Senator yield ? Senator R I E G L E . Yes. Senator M C I N T Y R E . Does the Senator from Massachusetts have additional questions he desires to inquire about? Senator B R O O K E . Yes. Senator M C I N T Y R E . Let's set a date for tomorrow and come back then. Senator B R O O K E . I don't think it is necessary to set a date for tomorrow. Senator M C I N T Y R E . Why? Senator B R O O K E . Because we can ask them right now. Senator M C I N T Y R E . Why don't we get off the argument and ask the questions? Senator B R O O K E . Y O U started the argument. Senator. Senator S T E V E N S O N . If the Senator will yield Senator R I E G L E . I think I still have the floor. I would be happy to yield to the Senator from Illinois. Senator S T E V E N S O N . Mr. Chairman, no member wants an investigation to become an inquisition. That is the concern of some of us. No member wants undue delay. And every member, Mr. Chairman, wants a thorough investigation. The only difference that I detect 205 between us is that some of us are now convinced we have the facts, we have been through the transcript, we haven't been here personally, rarely are we in such proceedings, we have been represented by staff. The questions have been asked Senator B R O O K E . H O W could you read all of the transcripts if we don't have them? Senator S T E V E N S O N . The questions have been asked and answered. Now we have been represented all day in here, in this hearing, by staff, we know what took place today, we know what took place yesterday, when we weren't here. Now my only reason, Mr. Chairman, for asking the Senator from Michigan to yield, is to ask how much longer, how many more questions ? Is this going to go all day and tomorrow too ? The C H A I R M A N . May I say I have questions that I think should take about 6 or 7 minutes, then I have a short proposition, whatever you want to call it, to put to the nominee, and then I will be through. Senator B R O O K E . I may also have one or two questions. But as I said, I thought we would have been completed with Mr. Miller's testimony had we not had this exchange. But I still feel and I wish the Senator from Illinois, who is a very reasonable man, would understand, that even though some of the Senators have not been here, they might want to review the transcripts. The transcripts have not been reviewed, because they all haven't been printed. I know whenever I tried cases, and I have been in the courtroom and asked questions, I would go back over and review the transcripts myself to determine if I have considered all of the facts and issues. Senator S T E V E N S O N . Mr. Chairman, those Senators can represent themselves. There are two Senators, as far as I can tell, who need more time. And they are the two Senators who are familiar with the record, I believe. The C H A I R M A N . Would the Senator yield on that point? Senator S T E V E N S O N . My question is how much more time. I think the feeling of the committee is that if this is going to go on and on and on and over until tomorrow, it ought to be brought to a head now, but, on the other hand, if it is going to take another hour or 2, we can come back this afternoon and act on the nomination. The C H A I R M A N . May I say to the Senator that in the first place is is undoubtedly the most important nomination this committee will act on and one of the most important nominations the Senate will act on. The head of the Federal Reserve Board is a position of enormous power, we should take our time, be very careful, scrutinize the nominee with considerable care and I think we have made some record in that regard. In the second place, disregarding this particular nomination, more important to me is that we establish and stick by a procedure which Senator Morgan emphasized so well in the Blackburn case, where we did not wait until the transcripts were available, when we did not give Senator Morgan an opportunity to read the transcript before we voted. Senator Morgan made that point, he made it emphatically, and that is one of the reasons why we have this in the rules. And we should have it in the rules, we should protect 25-067—78 14 206 every Senator, we shouldn't permit eight Senators to decide for the committee as a whole, for all Senators, that we are going to cut off the opportunity for further consideration. That certainly isn't the way the Senate was designed to operate. It is not as if we are asking for a delay of any significance on this. We are asking for 48 hours. Forty-eight hours. The country is not going to collapse in 48 hours. Furthermore, let me make one more practical point, and that is it is obvious to all of us, we know any Senator can delay action on the floor for some days, maybe for a week or two. If we want to get prompt action on the floor, I think it is a mistake for four Senators to rush this through. It seems to me if we proceed in a reasonable way, wind up today, vote on Thursday morning at 9 o'clock, then it could go to the floor promptly and be taken up. I don't think any member of the committee will want to delay or any member of the Senate ; I think we can act within an hour or two of debate on the floor and that will be done. Senator R I E G L E . I think I still have the floor. Does the Senator want to make additional comments ? Senator S T E V E N S O N . Mr. Chairman, I wouldn't quarrel if I thought this was unreasonable. But what I fear is that this committee is acting as it is, not as it has done in the 7 years or more that I have been a member of this committee, from what has been called a sense of righteousness and with not a prayer of producing any more relevant information. And why? Because it is calling this honorable man, it is calling upon him to prove the unprovable, to prove his innocence of something that he never did. The C H A I R M A N . If the Senator would yield, that is an outrageous statement. Senator S T E V E N S O N . I did not yield, Mr. Chairman, and the further point is that proceedings such as this, the decision and the delay in the Congress, and this is but one of many examples, there is a Conference Committee on Energy going on which is another example, are going a long way toward convincing the world that the United States is no longer capable of managing its own affairs, let alone offering the world economic leadership. I don't want an investigation, I don't want undue delay or an inquisition, and if there are reasonable questions to ask to ascertain facts, I would be all for it. But so far there is no indication, at least none of which I am aware, that there are any such questions, or any ba^is for them. And if there is, it shouldn't take 48 hours to ask them. The C H A I R M A N . We are not asking for 48 hours. We are asking for 15 or 20 minutes, and then we are asking for 48 hours for the entire record to be made available to all members of the committee. That is a procedure which I think we should follow in all cases, without exception. We shouldn't break that precedent here. Senator B R O O K E . There must be something I am missing, Mr. Chairman. There is something going over my head as to the direction in which this whole approach to this hearing is going. I just want to say most respectfully that I don't see how anyone can conceivably say that a day and a half of hearings to consider 207 the staff's investigative report is an undue or unreasonable amount of time in which to question witnesses. And no one can say that there have been any effort to delay this nomination. There is no evidence to warrant a finding that anyone on this committee wants to delay these hearings at all. If things had gone in their normal course, I say to you that Mr. Miller would have been finished here a long time ago. I will further say that I would have joined with the chairman in objecting to any vote on this nomination until such time as all Senators have had an opportunity to review the transcript, not only in the Miller case, but in any case. I think Senator Morgan was a very distinguished attorney general before he came to the Senate, and was absolutely right. We have rushed through judgments on other nominees and I think such actions set a very dangerous precedent. I don't know why the rush this time. As I said—yes, rush. Senator M C I N T Y R E . Six weeks? Senator B R O O K E . Six weeks has not been the extent of this hearing and you know it. It hasn't been 6 weeks, it has been a matter of days? Senator M C I N T Y R E . January 24 the nomination came up. Senator B R O O K E . We have had iy 2 days here. One day before, on January 24. Two and a half days on the Chairman of the Federal Reserve Board, plus an investigation by the staff. Is that unreasonable ? Is that delay ? Senator M C I N T Y R E . The point is The C H A I R M A N . Before I recognize Senator Morgan Senator B R O O K E . We took up the nomination even before the President had sent his name up here. The C H A I R M A N . This isn't just a straight-forward situation, where we come forward with routine questions. This is a case where Textron, fairly or unfairly, and I think Mr. Miller made a very strong case that the SEC investigation may not be substantial, but they have made a series of charges against the nominee. Senator R I E G L E . I beg your pardon? Against the nominee? The C H A I R M A N . They made a series of findings that they are investigating, maybe I should put it that way, against the nominee. Senator R I E G L E . That is a very important distinction. That is part of the trouble. The C H A I R M A N . They made a series of findings they are investigating. In view of the fact we are called upon to act on this, the questions that Senator Brooke has just asked were not asked before, nobody has really gone into detail on this. I think there were one or two questions following up on that that we should ask. I think if this committee should be criticized at all, it is that we haven't conducted a sufficiently thorough investigation under all of the circumstances. As the Senator says, we are not trying to delay this, we have had 21/9 clays of hearing in total, we have had an investigation, we are ready to act in 48 hours. Senator Morgan. Senator R I E G L E . Mr. Chairman, if you would The C H A I R M A N . I yield to Senator Morgan. He has been waiting longer. 208 Senator E I E G L E . I thought I had the floor before. The C H A I R M A N . N O ; the Senator lost the floor. Senator M O R G A N . Mr. Chairman, I will be very brief. While I haven't been present during the 2 days of hearings, Mr. Engstrom of my staff has, and we have kept up continuously with what wras going on. While I personally am ready to vote today, I am caught by the rule that the committee made at my request, when I raised the question before. And I think it is really a good rule. I remember in the other case I had to be out of town, and I asked for an extension of time until I could get back from Bethesda Hospital. When I came back, the confirmation had been rejected, and the transcript had not been typed, and while I didn't know how I would vote, I felt that I hadn't had my day. So I would just say I would support the chairman on the rule, although I personally am ready to vote for Mr. Miller's confirmation. But I think it is a reasonable rule, and while it might be reasonable to suspend it today, it might not be the next time. I might obieet on the other side next time. The C H A I R M A N . Senator Eiegle. Senator E I E G L E . Thank you, Mr. Chairman. First of all, I too will be very brief. I don't have any burning feeling one way or the other about the 2 days that you and Senator Brooke feel particularly strongly about. I do think it is important, however, if we can try to conclude our hearings today. You both have indicated I think you could do that to your own satisfaction in a fairly short period of time, and I think you should certainly have that opportunity. I would hope that what we could do is somehow resolve our differences here. If the vote is going to be on Thursday, and you have indicated you object to Senator Mclntyre's request, and you suggested, Mr. Chairman, 9 o'clock on Thursday, and that is not a long time from now. I think the thing that I would be concerned about, and I want to make it very clear, so that you and Senator Brooke,, who feel strongly about this, understand the concern at least that I have. And that is that I would hope that after we conclude the hearings today, and we have gone through everything we found that is a relevant point of questioning, and you have satisfied yourselves with the questions you wanted to raise, and Senator Brooke has, or anybody else has, that in the time intervening we are not going to find that wThat I called earlier a minitrial, which I think it has been, and it is interesting, Senator Brooke, when you chose your analogy a moment ago in terms of looking at the record, the analogy you chose is when one is conducting a trial, and one wants to look at the transcript before rendering a decision. I think we have, in effect, conducted a minitrial here. And I would hope in the next couple of days or until such time as we take a vote, we are not going to continue to see accusations of one sort or another, wherever they are discovered, basically working their way out in a well-publicized way in an effort to cast doubt over this nomination. That is the part that troubles me. At some point, it seems to me, we owe it to ourselves to look at the ovidonce and make a judgment. So if Thursday is the date, I would not strenuously object to that. 209 Senator M C I N T Y R E . I would like to ask the chairman, in view of the solid phalanx on the committee who would like to expedite this nomination, if we could by unanimous agreement among ourselves, agree to vote on this nomination by proxy, or by any way, by polling the members at 2 o'clock tomorrow afternoon, just so that we can move this thing as expeditiously as possible. This will allow for questions from both you and Senator Brooke, and then we could have some acceleration of getting this man on the job, because I think it is pretty widely conceded that he will overwhelmingly be confirmed. The C H A I R M A N . Tom, I think you are right, I would like very much to accommodate you, but I don't know how I can. The rule is very clear. I don't see wThere we gain anything by saving a few hours there. I would have to object under those circumstances. So I would hope that we would simply meet and vote at 9 o'clock Thursday morning. Senator R I E G L E . I S the chairman making a motion to that effect, so we can at least have it settled? The C H A I R M A N . Well, I move that the committee meet at 9 o'clock on Thursday morning, for the purpose of acting on the nomination of Mr. Miller. Senator B R O O K E . I second it. The C H A I R M A N . Without objection, it is so ordered. All right. Now I have a few more questions, Mr. Miller. When I was discussing the SEC letter with you, you said there were no Swiss bank accounts? Mr. M I L L E R . N O ; I said there were no secret accounts. The C H A I R M A N . I understood you to say no Swiss bank accounts. Mr. M I L L E R . N O secret ones. The C H A I R M A N . Y O U concede there were Swiss bank accounts? Mr. M I L L E R . When you operate A business in Switzerland, Senator, you deposit your money in Swiss banks. We have subsidiaries who sell products and carry on business in Switzerland, and in Germany, and in England. We have bank accounts in each country. The C H A I R M A N . Let me give you some examples of what I am talking about. Textron's divisions did pay commissions to some of its agents into Swiss bank accounts, and bank accounts in third countries, not countries where they were located, not where you had business. Last year Bell Helicopter paid over $60,000 into a Swiss account for Mohammed Baksh & Sons, Ltd. Mr. M I L L E R . That is the situation I just described. I said the check was made in the proper name and was deposited in a Swiss bank account—not a secret bank account—an open bank account. I know of no illegality. It happens to be a practice I don't condone. The C H A I R M A N . I apologize if I am repeating. I don't mean to, but I did miss that. I may have missed the next one, too. The Fafnir Division paid $45,488 in commissions to its Iraqi agent in a country in which he didn't do business. Mr. M I L L E R . That is one of the divisions in our 5-year survey. That is one of the cases I mentioned, where there has been some nonconformity with what I consider to be our standards. I do not know if any of those instances involve any illegal or improper payments, 210 but they are practices I don't want to carry on. So we are doing a 5-year review and our audit committee will review it in due course. I mentioned this incident to Senator Brooke previously. The C H A I R M A N . Did you respond on the Shuron Division? Mr. M I L L E R . Yes, sir. That is the case where there was an outside opinion that what they were doing was legal. But I said I didn't even like that. The C H A I R M A N . That was the case where the Shuron Division accepted overpayments ? Mr. M I L L E R . Yes. There was nothing illegal, but I don't like the practice. The C H A I R M A N . Textron's Schaeffer Eaton Office Supply Division engaged—-Mr. M I L L E R . That is the 1 9 7 6 case I described. The C H A I R M A N . That was the $ 1 0 2 , 0 0 0 in overbillings and the $78,000 in accommodation payments to third parties? Mr. M I L L E R . I think over 5 years there were a couple of hundred thousand dollars involved on a very large amount of business. The C H A I R M A N . That involved payments to overseas agents of Schaeffer Eaton in countries such as Japan, Chile, Liberia, Belgium, and so forth? Mr. M I L L E R . The Japanese case was the one where the packaging material was handled separately. There was nothing wrong; this was done to make it possible to get through customs. The customer was not overcharged. The C H A I R M A N . The Textron Talon Zipper Division Mr. M I L L E R . That was the Swiss case I discussed. The C H A I R M A N . That was the $ 3 2 , 0 0 0 in overbillings? Mr. M I L L E R . Yes, over 5 years. The C H A I R M A N . That division engaged in $ 2 3 2 , 0 0 0 in overbillings and $ 1 6 4 , 0 0 0 in accommodation payments to third parties overseas from 1 9 7 2 through 1 9 7 6 ? M r . MILLER. Yes, sir. The C H A I R M A N . Let me ask you about one other thing. Mr. Miller, Arthur Young reported that questionable payments totaling over $1 million had been made by Textron's Fafnir Precision Bail Bearing Division since 1972, and that overbillings and accommodation payments had been engaged in by the division for up to 20 years. An Arthur Young memo of January 26, 1978, indicates that certain senior Textron officials did not want to report the overbillings and accommodation payments to the SEC. The memo says that Mr. Van Brocklyn, Textron's comptroller, considered the payments to be "unusual" rather than "questionable," and thus need not be reported to the SEC. If thev weren't questionable, why did you order that they be stopped ? Mr. M I L L E R . In the first place, that is one of the cases that is under our 5-vear review; the information is being gathered. We will ascertain and our audit committee will review our determination of whether any of the practices were illegal, improper, or questionable. It certainly is prudent, prior to an investigation, not to assume them 211 to be. There is no reason to report to the SEC until we have the facts, which we will gather shortly. The SEC is aware of the situation, has been advised of it, and will make its own determination of whether any special disclosure is required. The division had this practice before Textron acquired it, and its view is that these are customary practices in foreign transactions, that none of them involved any falsification of records or any kickbacks; they were all normal and customary and none of them was illegal. We will have to check that, though. Some of the other cases I can tell you about; we have reviewed them. But I can't tell about this case now, other than to say we are going to review it and if it is questionable and material, we shall disclose it in our next registration statement. The C H A I R M A N . This is the point of the letter, isn't it, the point of the letter is to find out whether you should have reported it? Mr. M I L L E R . I think I have characterized our auditors as bringing up that particular situation. Actually the division brought it up because I sent a memo around saying, "Be sure you double check. Hereis how I want things done." The C H A I R M A N . Why did it take so long to uncover the overbillings and accommodation payments at Fafnir that Arthur Young indicated were considered acceptable by Fafnir's management? Twenty years. Mr. M I L L E R . Let me ask that question of you, Senator. Arthur Young has been auditing that division for a long time. If the practices were questionable, why didn't they find them? That is a question for the world. I don't think the practices are established yet as questionable. The fact that a practice occurred and that Textron doesn't like it doesn't make it questionable. It did take Arthur Young a long time to find it, and the firm has been aduiting those books since 1968. The C H A I R M A N . D O I misunderstand overbilling? Isn't that clearly an unethical practice? Mr. M I L L E R . No, sir. It is quite often used in international transactions for the convenience of maintaining a credit balance in dollars. Let me give you an example. People in the United States today— businesses—may maintain credit balances in Germany, because they think the deutschmark is sounder than the dollar. My job at the Federal Reserve is to reverse that. The C H A I R M A N . D O you then consider overbillings and accommodation payments under some circumstances to be proper? Mr. M I L L E R . Perfectly proper. I do not like the practice; I don't condone it; I don't want to do that at Textron. But I know major companies whose rules permit it unless it is illegal. My rule is not to permit these things whether legal or illegal. The C H A I R M A N . But they were done for 2 0 years, 1 0 years o f which you were the executive officer? Mr. M I L L E R . NO, sir. We acquired Fafnir in 1 9 6 8 . The C H A I R M A N . Then 6 or 7 years. Mr. M I L L E R . Ten years. But the division considers they were not imnrcper, illegal, or questionable. Arthur Young audited the books.. Why has it not discovered these practices if they were questionable f 212 If they are not, why are we implying the division has acted improperly? We shouldn't do that. We should now investigate in a proper and prudent way. We should not even allow divisional people to be impugned when they may have been operating perfectly properly and not understood that Textron standards are more demanding than legal standards. Senator B R O O K E . But you testified you had discontinued that? Mr. M I L L E R . Yes. Whenever we found these things, we said, "Stop it now. Now we will look back 5 years and see what you have been doing." There are only five cases in all of Textron history that we have ever found, and I have discussed them all this morning. The C H A I R M A N . Let me see if I understand overbilling. A N invoice is sent to a customer in connection with a sale by Textron and there is a record of that at Textron, isn't there? Mr. MILLER. Yes. The C H A I R M A N . If Textron agrees to sell a product to a customer for $1 million and then sends an invoice to that customer for $1.5 million, isn't that a false invoice? Mr. M I L L E R . NO, sir; not if he does it at the request of the customer. The customer says, " I am willing to send you extra money, you hold it in my account, hold it for my credit." It is right there on the books; there is no false record; anybody can go and read it. The C H A I R M A N . Isn't that the kind of thing that ought to be disclosed fully? Mr. M I L L E R . If your wife had a credit balance at Bloomingdale's to pick—— The C H A I R M A N . D O you retain a copy of the invoice in your files? Mr. M I L L E . R It is on the books. The C H A I R M A N . Isn't that a false invoice then? Mr. M I L L E R . The order is invoiced according to the agreement with the customer. The C H A I R M A N . At an inflated price? Mr. M I L L E R . At the customer's request. Now in some cases, don't mix these up The C H A I R M A N . I am listening to you. I beg your pardon. I am sure the questions wTould be far better, too, if the staff asked them. Mr. M I L L E R . If there was an intent in such an overbilling to violate a law, then that would be a violation, and that is why I worry about it. That is why I don't want this done even in cases where it is not illegal—because once you allow it, then some employees will get into a habit. And then in some country where it is illegal—because the currency laws prohibit it—it will be questionable. and I want to avoid that. The C H A I R M A N . Mr. Miller. I was extraordinarily impressed when you appeared before us before by your articulate persuasive personality and manner. I am even more impressed now. I think your responses this morning have been remarkably good and clear, and I think you have made a fine record. 213 Now I want to say that you are in a very difficult position, this is the kind of embarrassing thing nobody wants to talk about, but we have to talk about it under these circumstances. So I am going to ask you something that is going to be very tough for you, but it is something that is going to haunt us if I don't ask it, and if we don't get it into the open, and you don't have an opportunity to consider it, and I am glad you will have 48 hours to do so. In a sense it is cruel and unfair to ask you to consider what I am asking, but I don't see any alternative other than bringing you in as a full participant, in fact, the crucial participant. You have heard the sentiments of the members of the committee. There are no other witnesses to come before the committee. We are going to act on Thursday morning, and under those circumstances it is clear that you are going to be overwhelmingly approved. In fact, you might get 14, conceivably even 15 votes. Mr. M I L L E R . Let's go all the way, Senator. The C H A I R M A N . Well, you are going to get a solid vote, even if you may not get my vote. So, option one is to stand tough and become as I think you certainly will in that event, Chairman of the Federal Reserve Board. Let's consider the consequences of that option. If you are confirmed, and if you take office as Chairman of the Federal Reserve Board, you wiil be serving for several months while your former firm and your conduct as chairman of that firm are under investigation by the SEC. You will be under a cloud. The findings of the SEC, when they are made next summer, may seriously reflect on your judgment, possibly your competence as a manager, and conceivably your character. These findings may simply indicate that Textron violated the law, and the SEC will bring a civil case. It is conceivable, not impossible, it may mean a criminal case against Textron officials, including you. Now the executive department, including the Attorney General, may be called on to decide whether or not to proceed in court on the criminal charge against the Chairman of the Federal Reserve Board. If they decide to do so, you can imagine the consequences for the country. Suppose they decide not to do so? A member of the Federal Reserve is supposed to be independent and particularly independent of the executive branch. How credible will that independence be if the administration's chief law enforcement official has considered the evidence and decided to forgo prosecution? Won't there be grounds for suspicion that the administration holds a unique and potent influence over the Federal Reserve Board through its chairman? Assume that there are no actual grounds for such suspicion. Isn't it as sure as day follows night that the public suspicion will be there throughout your tenure as Chairman of the Federal Reserve Board? And whenever the Board goes along with the administration's economic policy, whenever you decide to ease credit, for example, to stimulate the economy, if that is what the administration wants, T can hear the cries from the critics now. They can say what do you 214 expect, tlie administration has Miller over a barrel on those Textron activities, if he doesn't come across, they will go after him in court. I would agree such a charge and suspicion might very well be grossly unfair, in fact, outrageous, but it is not unrealistic. At the very least the Federal Reserve's independence will in the judgment of some Americans be less than it has been. Now for option two. As you know, the New York Times which is viewed by many as the Nation's most responsible and thoughtful newspaper, on Sunday called for you to withdraw your name as an act of statesmanship. I know some will counsel you to say to hell with the New York Times, they will tell you to hang in there and fight it out. If I were in your position I would be inclined to do exactly that. The Washington Post, on the other hand, said this morning the call for you to withdraw is unfair to you. It is unfair to you. The choice I asked you to make this morning, and tomorrow, before we act on Thursday, is to consider this and it is a tough decision and if you want to be Chairman of the Federal Reserve Board, there is no question but that you are going to get it, as I say, because the die, in my judgment—I could be wrong—but the die is cast in the Senate. It is a cruel situation for you, maybe it is an unfair decision, but only you can make it. I hope you will consider what the New York Times has suggested soberly and quietly, as I am sure you will, consider what is in the overall best interests of the country in deciding whether or not to withdraw. You have 48 hours to make that decision, and I don't ask you to respond to that now, but it is a decision which I think we should be aware of, because I think you can imagine, as well as I can, what the situation may well be Mr. M I L L E R . Senator, I don't want or need 4 8 hours. Thp C H A I R M A N [continuing.] What the situation may well be -over the next few months and what the situation could be 6 months from now if there is prosecution by the SEC. Senator B R O O K E . Mr. Chairman—— Senator R I E G L E . Mr. Chairman, I think he ought to be allowed to respond. Senator B R O O K E . Before the witness answers, I am compelled to say this: If vou are under indictment bv a court, or if you were personally under investigation bv a committee, I might agree with what Senator Proxmire said. You are not under indictment by a court, you are not personally under investigation bv a committee or by the Justice Department. I think the New York Times is wise, but I think it was wrong for them to ask you to step down under these circumstances. T think the New York Times has preempted the- responsibility of this Banking Committee to look into your qualifications for the job to^ which the President of the United States has appointed you. I think the New York Times was premature in making any suggestion relative to this hearing prior to the conclusion of the hearing and the "taking of all the evidence before this committee. I don't want to see 215 the day when the Congress of the United States or the Senate, more particularly, in its advice and consent responsibility should make judgments based upon what may happen in the future. We are acting on G. William Miller's qualifications today to serve as Chairman of the Federal Reserve Board. We don't know what is going to happen to you next year, or 5 years from now or 4 months from now. We didn't know what was going to happen to certain Presidents of the United States after they had been elected to office. There is no way for us to know. We have done, I think, the only job we could do as a result of information that has been given to us. I don't ask you to make that searching, soul-searching question that Senator Proxmire has put to you. I respect the chairman, I respect his right to give you that question. But I don't think that that is a consideration. The only thing I would ask of you is to tell this committee the w7hole truth, nothing but the truth, and we have no evidence that you have done anything other than that. Senator RIEGLE. Mr. Chairman if I may, I strongly concur with Senator Brooke's statement and I feel as he does that that would not be a reasonable request to make of the nominee, and I think if lie were to walk away at this point it would be exactly the reverse presumption, and that is, he was guilty of something, or his company was, and I think he would personally be spending the rest of his days with that cloud over his head. Quite frankly, I think what has happened is that we conducted a very hard tough thorough no-holds-barred investigation. I would challenge anybody here who has watched this or listened to it to state an example where more care was taken in the investigation of a nominee before the fact than was done in this case. I compliment the staff on incredible diligence in doing this. I mean anything that was there to be found has been found. It has Teally, I think, done a profound job in that respect. But having taken everything that could be found, piecing it together, in whatever circumstantial way one could as a test of the standards of integrity and honesty of this nominee, the committee lias taken every shot at Mr. Miller that it can take. I mean it has put every question, every theory, every construction of the pieces of evidence and whatever to test him in every fashion they could think of doing. I would say the chairman and the Senator from Massachusetts are among the best and most effective questioners in the Senate in terms of really putting an issue as direetlv and as bluntly to a witness or a variety of witnesses as anybody that serves in this body. But having taken every shot we could take, and having not in the slightest wounded Mr. Miller, it seems to me what we are now doing is saying liere, you take the gun and shoot yourself. That is basically what it boils down to. And I am troubled by that, because I don't think that is a fair proposition. It seems to me that he comes with a high reputation earned over a long period of vears, not just in terms of being a successful corporate executive, because that by itself may mean a lot or it may not. 216 But that is not the extent of his record. There is a record of public involvement, and public service, with respect to the problems of the unemployed, with respect to the unfair employment practices. And when I look at the entire record, I say to myself, it is almost beyond my comprehension that we would ask at the end of a proceeding, when we have not in any way, in my judgment, dented his integrity or shown any finding of fact that he has behaved improperly, or untruthfully, to basically ask him in light of our efforts to bow out of the act at this point. I mean no disrespect to you, Mr. Chairman, because as I have said, my fondness for you is as great as it is to anybody in the body and I think you know that to be the case. But we are off base on this situation and we have got a good nominee here, he is well above the average of what I have seen coming along from the administration, if I might say so, frankly, and I am encouraged by that. I want to in every way we can encourage good people who are progressive and have good records of accomplishment in their past to come forward and be willing to take a term of service in the public interest. No matter how cynical we all may be, maybe it is a function of how long you are here, I have accumulated 11 years of cynicism, myself, and I have seen a lot to be cynical about as have my colleagues and members of the press and others here. But I would hope we never get to the point where someone who comes forward in good faith, wTho wants to do a job in public service, who has a good record, is a decent person, about whom there is no blemish on their public record, to end up after a hearing of this sort and invite that nominee to basically walk away, in effect in disgrace, is really very troubling to me. Quite frankly, I don't understand. It is beyond me. Mr. M I L L E R . Mr. Chairman, are there any other questions of me? The C H A I R M A N . I have no further questions. I might comment a little further, but I will yield to Senator Brooke, who does have some other questions, I understand. Mr. M I L L E R . If there are no other questions, I would like to make a comment. The C H A I R M A N . On this particular issue I just raised? M r . MILLER. Y e s , sir. The C H A I R M A N . Fine, by all means. Mr. M I L L E R . I would like to make my comment when you are all through with your questions. The C H A I R M A N . All right. Senator Brooke? Senator B R O O K E . I yield. The C H A I R M A N . All right. I do have one other statement, not a question. You are not going to be determined guilty by any action you take as to whether you accept the job or not. You are going to be determined guilty or not guilty by the courts, bv the SEC investigation, and what follows the SEC investigation in the event that the SEC should find adversely and in the event it should involve you, which it may not at all, even though they find adversely. But that is the basis on which you would be found guilty or not guilty. 217 Furthermore, as I say, this is, I called it unfair and cruel. But we are in a dilemma here. The Federal Reserve Board is the most sensitive agency, the only agency I know of that clearly and should be by the Constitution independent of the executive branch. And under these circumstances, there is going to be a cloud, there is going to be a problem that is going to continue at least for 4 to 8 months, and perhaps longer. That is why I am putting it to you and I think it would take a man of considerable character to say no under these circumstances. Mr. Miller. Mr. M I L L E R . Senator, this whole process has been a revealing experience to me. I have been introduced to the world of government service with a high degree of exposure to a process I had, perhaps, not expected. In the whole course of this I hope I have endeavored—and will continue to endeavor—to cooperate fully with this committee and its staff. I certainly have tried to do that in every way. I appreciate that you have put a difficult proposition to me, and that two of the Senators here have suggested that perhaps the question does not need to be answered. I don't need 48 hours to answer your question. I have in my conscience no qualms at all; I have no concerns that any investigation by the SEC will disclose any wrongdoing that wguld involve my attention or bring into question my integrity. I know that, so I don't have to think about it. I also know that I have seen the editorials, and I have had many people press me to do this or that. The easy thing to do in life is to run. I can tell you my withdrawal from this nomination would be the most irresponsible thing I could possibly do. It would be irresponsible to this committee, irresponsible, certainly, from the point of view of the Federal Reserve, irresponsible from the point of view of the President, irresponsible from the point of view of the Nation. It would be irresponsible from my point of view and that of my wife, Adriana. I do not intend to withdraw from my nomination and I hope you will reform your ways—and vote yes. The C H A I R M A N . Mr. Miller, thank you very much. The committee will stand in recess until 9 a.m. Thursday morning, when we will act on your nomination. [Thereupon, at 1:30 p.m. the hearing was concluded.] A P P E N D I X To: Senator Proxmire. From: Bruce F. Freed. Re Chronology of G. William Miller confirmation. January 24, 1978—Senate Banking confirmation hearing on nomination of G. William Miller. [Hearing held before White House formally submitted Mr. Miller's name to the Committee.] Senator Heinz requests staff investigation into the $2.9 million payment by Bell Helicopter to Air Taxi and General Khatami's possible ownership of Air Taxi. Investigation begins. [Agreed to by chairman, no objections raised. Five Senators present: Proxmire, Sarbanes, Brooke, Heinz, and Schmitt.] January 25, 1978—White House formally submits Mr. Miller's nomination to the committee. Staff director McLean sends memo to Chairman Proxmire with copy to all committee members outlining scope and method of staff investigation. [No comments received from Committee members.] January 27, 1978—Textron gives the committee its first submission of documents. January 31, 1978—Senate Banking Committee with quorum present and without objection approved issuance of a subpoena to Textron after committee staff discovers that Textron failed to voluntarily provide committee with a copy of a 1975 investigation of the $2.9 million payment by Thomas Soutter, Textron's general counsel. Scope and method of investigation furtherdiscussed by committee members. Staff indicated investigation would take a week to 10 days. Senator Heinz indicated it may take 2 weeks. February 2-5, 1978—Committee staff takes depositions from five Bell Helicopter officials at Fort Worth, Tex. [President of Bell Helicopter, Mr. Atkins was out of town and not available for questioning until February 2.] February 8, 1978—Committee staff learns of new evidence of Khatami ownership of Air Taxi and knowledge by Bell Helicopter officials from C. Robert Bell, a Wichita, Kans. lawyer. This evidence included correspondence in Bell Helicopter's files but not furnished pursuant to the committee's subpoena referring to General Khatami's link to Air Taxi. Subpoena's issued to First National Bank and Trust Co. of Oklahoma City and Citibank N.A., New York, for bank records of A. H. Zanganeh and Air Taxi. February 8-16, 1978—Affidavits sent to approximately 63 individuals asking for their knowledge of any ownership interest in Air Taxi by General Khatami. February 10, 1978—Senator Proxmire asks for, and fails to receive, unanimous consent from the Senate to allow the Senate Banking Committee to meet on February 21, 1978 to consider the staff investigation. February 13-17, 1978—Senate recesses. Staff takes depositions from William French, Robert Bell and past and present Bell Helicopter officials. February 15, 1978—Textron makes second submission of documents to the committee in response to the committee's subpoena. February 21, 1978—Staff sends summary of investigation to committee members. February 22, 1978—Senate Banking Committee meets to consider the summary of the investigation prepared by the staff. Committee asks that the staff attempt to interview Mr. Zanganeh, managing director of Air Taxi, and Mr. Khalil Iranzad, sales manager of Air Taxi. Staff also directed to take steps to get Mr. Zanganeh's and Air Taxi's bank records from Citibank's Paris, France branch. The committee scheduled followup hearings for February 27 and 28. [These decisions were unanimous. Seven Senators present: Proxmire, Sparkman, Sarbanes, Schmitt, Heinz, Lugar, Brooke. Reigle came in at the end of the meeting.] (219) 220 February 25, 1978—Committee subpoenas documents from Arthur Young and Co., Textron's auditors, on accommodation payments and overbillings by several Textron divisions and Bell Helicopter's sale of helicopters to Ghana in 1971 which involved a $300,000 questionable payment. February 27, 1978—Senate Banking Committee hearings at which Mr. Bell; Mr. Jose, Bell Helicopter vice president for commercial marketing; Edwin J. Ducayet, former Bell Helicopter president and chairman; James Atkins, Bell Helicopter president; and Thomas Soutter, Textron general counsel, testified. February 28, 1978—Senate Banking Committee hearing at which J. H. (Bud) Orp§n. former Bell Helicopter International sales manager, and Mr. Miller testified. At the conclusion of these hearings the committee decided to meet Thursday, March 2, to take action on the nomination. THIRD SUBMISSION OF DOCUMENTS FROM TEXTRON - FEBRUARY 21 40 Westminster Street Providence, R.I. 02903 401/421-2800 Textron Inc. February 21, 1978 Charles L . Marrinaccio, E s q . Special Counsel Committee on Banking, Housing and Urban Affairs 5300 Dirkson Building Washington, D . C . 20510 Dear M r . Marrinaccio: In the course of searching its records in connection with the recently served subpoena of the Securities and Exchange Commission, our Dalmo Victor unit brought to my attention yesterday and today two documents, one which has reference to General Khatami and one which is an apparent reference to the settlement with Air Taxi. Copies of both are enclosed. I am advised that Dalmo Victor did not retain nor even make contact with Air Taxi as a possible representative of Dalmo Victor. Ygj^r; f v i i l tr TDS/jmf (221) 25-067 O - 78 - 15 t/mire 222 jPSla ruvtr t f UHilgcr DLir.den JSmi ih b^VI-SMSO V I C T O R INTEROFFICE CORRESPONDENCE TO J . H. Pamper in DEPT. DATE April 30. FROM: D. Thiodornu DEPT. 9 1 7 E*T ?iun;r<L:T S riles Commission in Iran i-olluv.'iii; Uili Gisel'fc r e c o m m e n d a t i o n , 1975 47Z OISTKISUTION TO BC AT VO^p*, AWOTHt"! I catted p»vc Miller at Bell Aero- s p a c e to obtain m o r e i n f o r m a t i o n on i n t e r m e d i a r i e s in Iran. B e l l A e r o s p a c e , a c c o r d i n g to D*.ve, does have a r e p r e s e n t a t i v e t h e r e to handle " c o m m e r c i a l s a l e ? " . D a v e ' s definition on c o m m e r c i a l s a l e s w a s any a a l « that was not cloned through FMS c h a n n e l s . T h i s could b e m i l i tary equipment as w e l l as c o m m e r c i a l . He did not know i£ Bell w o u l d r u n into any difficulty with their agent {I gathered f r o m that they had not clostsd any s a l t s } and He g u e s s e d that the question of c o m m i s s i o n would h a v e to b e negotiated at a fairly high l e v e l . H i s f e e l i n g w a s thai they w e r e " s a y i n g . o n e thing in Iran and doing something e l s e " . Dave w.is unaware of the ASPR regulation, e x p l i c i t l y excluding Iran f o r any commission through FMS. I p r o b e d in some depth in h i s m e e t i n g with F r a n k S y l v e s t e r at B e l l H e l i c o p t e r , During his visit there, he informed me that he learned that the Shah had o b j e c t e d to the Bell H e l i c o p t e r agent during the signing of the big c o n t r a c t . Apparently, .in understanding w a s reached, and ,i one* shot lump payment was m a d e to the agent who w a s then t e r m i n a t e d . T h i s i n f o r m a t i o n , D a v e said, war- obtained not f r o m F r a n k S y l v e s t e r but was absolutely r e l i a b l e , Dave had the following recommendations; 1) Call D i c k Violet, Director f o r Sales N e p i l a t i o n . The D e f e n s e J>ecurity A s s i s t a n c e A g e n c y at T h e P e n t a g o n for i n f o r m a t i o n on this s u b j e c t ; 2) call Benjamin F o r e m a n , A s s i s t a n t G e n e r a l Counsel ior International A f f a i r s , Dept. of Defense; 3) keep the M A A G inf o r m e d and, 4) be e x c e e d i n g l y c a r e f u l in your c h o i c e of agent. He suggested that v/e obtain both the MAAG'S and the customer's recommendation on any agent we consider f o r r e p r e s e n t a t i o n . Dave had just returned f r o m an international m e e t i n g of the International P a n e l of A i r c r a f t Industries Assor., (AIAA). S e v e r a l of these subjects w e r e discussed. He has written a report and has promised to forward it to m e . Paul Stunners and 1 have a l r e a d y c o n t a c t e d his Deputy, M r . G l e n n Rudd; regarding c o m m i s s i o n s in G r e e c e . R e f e r e n c e IOC f r o m D, T h c o d o r o u / P . Stanners dated Z-J A p r i l 1975. DT:cw 223 lVVa£-T>H6r \>UF OQ&SMJ, - yn/15 IVSM, W F C E A U ^ F E blArJ^o^-k TsgAii 1 v^M - C^Vciv^vt/ATtfl-- : at <4!lWyC3L. LduSL c^-^ifciv-Sj 4 (jw. S W f c p . W v UuJL CA- vjoe*^ CJr W ) o^W • F . Wfws.. wcnJ-i^Mr [iL JU^v h c x i c f * - ffw. -SW k f t - ^w ouAJLG W k - - A o 3UP o i w i s « A W " W>|skt £>V . r ^ t " $ X&tA^U.^. (JVS. S W ^ J L ' $ O ^ W - X s^tx I s u a H S vmoa^- ^ ^ h d j a s -4, W o W i woVvo w W l m> cU^L HffUruk nka- 'yX (jyv.- f g p ^ - -ftUafj-fOA^ V 224 CIHaJUW^ -^-nJJ.. A FK l U wJA Mr U ^ l n ^ W* (xAivv- V "Xst^lli -Hop t - U O^k^U ^ yv^mA / A / X ^ C^W pto^f* ACTT wvDUv^KaX. FTJ^SWR VAk AlPi. QVM/ "Xuau-U^ CcJv A P ) U H-V*- ^ k f t k ' s 9-V ^aj^T 225 W ^ t^ HAS Wis Hl Ocwk isK WJWAU cWAMJSSc^. y A / r * ATT NIU^W- 5 ^wOt^lLv T-VWAA-S WucW ( (is - " l . S ^ , acv- A/x W l tOkAUMJ't'V O^n'vu v^o^ Nip 226 BELL. HEUCOP CORRESPONDENCE June 17, MEMO TO: Mr. Cran Thayer COPY TO: Messrs. E. Farmer i Please prepare a check for $950,000 payable to: A. H . Zanganeh c/o Air Taxi Company Mehrabad Airport Tehran, Iran This check is for final payment in accordance with our dealer agreement and should be delivered to me no later than Friday morning, June 20th. W. F. Joiber Controller 13:WFJ:hs-426 - WbkMM 1 . 1 H v T O />nn. nn T ^ 1 ,_,., .... - 2 f | 3 1 1 4 1 1 RECEIVER OR REF. NO. 46—52 1 SHEET NO. M 1 D IY R 9-14 1-8 CGS0391 2 3 4 7854 57895 1 15-19 20 p }1 i1h n f 21-26 M 44 45 34-43 27-33 X i 11 11 ACCEOTF* , : VORK. (IRDEF: 53-^0* ELEM. OF COST 65-63 o -1 ••• •• • ••• ••• •< j VENDOR NAME ADJ 69-73 A ..« 1 VENDOR CODE D 74-79 80 o 4 o C\ 4 4 CJ h* 4 BELL MELICCTEB CO. 227 o ROM OFUCC F . E. Dunham •- C . S. Thayer -OBJECT REQUEST FOR CHECK . _ ' ~unts Payable ' ~ A . General Accounting -- *— * -•ESSAGE: -0-27-74 ) Please issue a check in the amount of $1 million payable to: A . H . Zanganeh c/o Air Taxi Company Mehrabad Airport Tehran, Iran This payment is in accordance with the dealers agreement with the above firm. The check voucher should show that the payment is for "Dealer' s Commi ssion." Charge Account No. 4505. C . S. Thayer GROSS DOLTARS DISCOUNT - DOLLARS'" -PAY DATE„ 1 1 D lY R M 1-8 I - 9-14 — R - 15-19 1 * H ir p t 1 2 1 3 " - 4 T ~ 46-52 I 2 3 075)0001 J 4 - PURCHASE ORDER*NO." 27-33 £ - . 2 7 / 7 P/HD 1 1 1 RECEIVER - OR REF. NO. 21-26 L / 1 i 20 1 INVOICE OR QUANTITY- — P A C K I N G SHEET NO. _ 7 - 53-58 USOJS-O . WORK ORDER ELEM. OF COST •59-64 £5-63 OOOO X X Iti -ZLS-VJ. . oooo 44 45 34-43 1... ACCOUNT E -M- vendor nave ADJ 69-73 VENDOR CODE 74-79 4 OO OO i D f) C d 4 4 4 P C 3 * c h 228 To: Mr. Cran Thayer Subject: Air Taxi Company - Dealer .Commission Please issue a check in the amount of $1,000,000.00 payable to: AIR TAXI COMPANY MEHRABAD AIRPORT TEHRAN, IRAN This payment is in accordance with the dealers agreement with the above firm. The check voucher should show that the payment is for "Dealer's Commission." The check should be dated June 29, 193? and should be delivered to Mr. J. F. Atkins' office by 8:30 Friday morning, June 29th, in an envelope marked personal. 13:ELF:bjr:8239 /f C&J /77/-3SU OxT *E. L. Firmer, Vice President - Finance 229 ^>CC6tlNTS-PAY»BLE-VOUCHER i 15-19 — 20 -r—- t 2 3 ^ Ciid lt'6S\Od ' -J. 4 1 1 1 7 7 ? " " . 1r - r i - 1 1 , 1 RECEIVER OR REF. NO. 06H047-* 2 OGJiO-174 1 I 21-26_ / .„... . * . — T E M 2.7-33 I 7 OirMfrS X ELEM. OF COST WORK ORDER -if/ o. * PURCHASE ORDER NO. -OlrM-Z- 53-53- mi 3 1 1 INVOICE OR PACKING SHEET NO. QUANTITY 7 ACCOUNT 46-52 1 4 > . PAY DATE-- T * DISCOUNT DOLLARS GROSS DOLLARS --- - - : • * *• I VENDOR NA WE ADJ 69-73 AA VENDOR CODE 74-79 i D s'j A \ -J_ C 4 4 4 c to* vi 230 KLLL lUi.i'iLiLiillhL Ui.L BOLL HELICOPTER COMPANY July 30,.1973 fp? Messrs. Bjeletich, Jankowski and Keglovits pubpect; Dealer Commissions - Iran Program Xn accordance with the ^recently negotiated agreement with our authorized dealer in Iran, The Air Taxi Company, Mehrabad Airport, Tehran, a total fcppmission is to be paid as follows: Due June 29, 1973 July 1 , 1974 July 1 , 1975 Amount $1,000,000 1,000,000 950,000 The above amounts, of course, assume continuation of the program. If the program is terminated or reduced, then an adjustment will be made to the above commissions. The above connission arrangement covers the entire Iranian transaction as now contemplated, which includes tht present FMS Contracts, additions that nay be made thereto for spares, etc., the training program, the logistics program, the contemplated operation of Iran Helicopter Industry and the direct sale by Bell of spares, which is now in progress together with any additional sales of such spares. In Other words, this commission agreement is all inclusive and covers the total commissions to be paid for the entire Iranian program as it is now known or foreseen. The accounting handling will be as follows: the $1,000,000 commission paid in June, 1973 will be transferred from the suspense account to the Selling Expense and treated as a separate line item on our P&L as "Other Sales Expense." This commission will not be charged to the Foreign Selling Expense pool, since it is not allocable t o FMS sales, and therefore must be treated as a separate item and excluded from the FSE pool. The two remaining commission payments will be treated as a separate P&L item when paid in the same manner. We should' not set up any accrual accounts for these commissions, but simply pay them when they become payable and absorb thsia in our P&L as outlined above. We had already made a small commission payment on the direct spares sale, which has been in progress for several months, but then Stopped any further payments. This memo is to advise that no further commissions will be due on subject contract spares because the above outlined commission 'understanding covers all commissions due on subject spares. 13:ELF:bjr:8300 E . L . Farmer, Vice President - Finance 231 BELL HELIC0?T2R COHPAMY INTER OFFICE MEMO 3 1 July 1973 13-CST:bvn-882 TO: A l l Holders of Chart of Accounts SUBJECT: KEV7 ACCOUK? Effective with the accounting month of J u l y , the following new account is established: Textron 70100 Bell 4505 - Other Selling Expense C« So Thayer - Manager General Accounting 1973 BELL HELICOPTER TEXTRON SCHEDULE OF ACCRUALS AND PAYMENTS IN SETTLEMENT OF THE AIR TAXI REPRESENTATIVE AGREEMENT ACCRUAL PAYMENT 1973 M y - Journal Voyigh^ 7-$l$B D R A / C 70100 C R A / C 16220 M l S . - Tournal Voucher 6 - 2 0 4 $1,000,000 $1,000,000 November - Tournal Voucher 11-422 D R A / C 70100 C R A / C 36386 $ 500,000 $ 500,000 D R A / C 16220 C R A / C 33104 00 to $1,000,000 $1,000,000 BELL HELICOPTER TEXTRON SCHEDULE OF ACCRUALS AND PAYMENTS IN SETTLEMENT OF THE AIR TAXI REPRESENTATIVE AGREEMENT ACCHVAI, PAYMENT 1974 Tung - Journal Voucher 6-422 DRA/C 36386 C R A / C 70100 $ 500,000 $ fcO 500,000 CO CO Tyne.- Journal Vougher ft-214 DRA/C 70100 C R A / C 33102 $1,000,000 $1,000,000 M Y - Jpumal Voucher 7 - 2 1 5 DRA/C 33102 C R A / C 70100 $1,000,000 $1,000,000 PecembQr - jQum^l yougher DRA/C 70100 C R A / C 36386 M y - Journal Voucher 7 - 2 0 4 $ & 12-$82A 500,000 $ 500,000 D R A / C 70100 C R A / C 33104 $1,000,000 $1,000,000 BELL HELICOPTER TEXTRON SCHEDULE OF ACCRUALS AND PAYMENTS IN SETTLEMENT OF THE AIR TAXI REPRESENTATIVE AGREEMENT ACCRUAL PAYMENT 1975 Mav - Tournal Voucher 5-53OB D R A / C 70100 C R A / C 36386 $ • to 00 Tune - Tournal Vpughey $-2Q4 450,000 $ 450,000 D R A / C 36386 C R A / C 33104 $ 950,000 SUMMARY DRA/C 70100 C R A / C 33104 $2,950,000 $2,950,000 $ 950,000 NOTES A. Dgggrlptfon of AqgoyntS Accoyipt Number B. PQggrlptlpq 70100 Other Selling Expense 16220 Suspense - Factory Ledger - Costs of Specific Nature Subject to Subsequent Distribution 33104 Accounts Payable - Vendors Vouchered and Paid 36386 Reserve for Contingencies 33102 Accounts Payable - Unrecorded Liabilities Non Vouchered Journal Voucher 5-530B in May of 1975 was a combination entry as follows: D R A / C 70100 C R A / C 36386 $450,000 $450,000 to set up the last accrual for the final amount due on the Iran representative settlement D R A / C 36386 C R A / C 84910 $333,000 $333,000 to recognize a lower liability on the AFLC leases and to provide for additional losses on doubtful accounts. The Journal Vouchers reflecting the above transactions appeared as follows: D R A / C 70100 C R A / C 36386 C R A / C 84910 $450,000 $117,000 333,000 to CO ACCRUAL 1 ' ACCOUNT NAME ACCOUNT OR WORK ORDER ' J O U K N A L V O D C H E K FACTORY LEDGER DEBIT EC •' CREOIT ^ - W i s L L - U i GENERAL LEDGER • F.L.C. - Suspense 16220 Selling Expense -Other 70100 ' CREOIT DEBIT ACCOUNT - 1! 000.000J I — 1 000 000 00 _ I' V, [ — - I i — — I - [ - — - — I F 1 ; .. I : V ! - — - — ... - T - - EXPLANATION PREPARE D To distribute-suspense-work, order 3362 for the month of July, 1973. VERIFIED BY UEMEP./U. .'-.C'.'.lHhTriKG NNN n n n / O 0 . G. $r e APPROVED BY H J . ! no 1 000 000 /j mnon _ S(T . L. J WC& I! JY i 1 ^ . -TT D. C. Pan ere i i (ipks^ra - JOURNAL VOUCHER 'eFACTORY t/Tnov LEDGER i cnneo ACCOUNT NAME f.OMORMR OEBIT EC CREOIT GENERAL LEDGER Iteserva for Contingencies 3S386 Other Selling Expense 70it?C CREOIT DEBIT ACCOUNT - 500 000 O — See 000 00 ..... _ — — - — — - 1 < ( ; - T ! — - * — — .. ! — f~ I 1 — - i - r - — - EXPLANATION To provlda for cealcr coccasszocI . PREPARE D 8Y VERIFIED B Y ' - - ;*• APPROVED BY ! i 1 i 500 000 0 500 COO 00 S. L* Karcfcrjoy S. E* Ashley V ~ . - , D» C« Pcntla ~ " 6-2 Q4 7-3-73 ACCOUNT NAME Riggs Natl. Bank-Gen.Account FACTORY LEDGER WORKOROEIt EC OEBIT CREDIT GENERAL LEDGER OEBIT 1 183 96 V* ACCOUNT 11109 CREDIT 667 70 A Accts. R e c . - Government 13101 Expenditures to be Reimburse* t Under Govt, cost Contract 13102 785 355 89 t> Expenditures to be Reimburse* 1 Under Govt, cost Contracts 13103 2 459 88 V/» Accts. Rec. - Commercial L3110 Advances to Aerospace GmbH 14101 -2 Bell Raw Material and Purchased Parts - Common L6101 Variance Applicable to Raw Material and Purchased Parts for Account 1071 L6102 739 00 Model 204 Castings, Forgings AN - Vendor Parts 16103 1 964 840 69 Variance Applicable to Model 204 Material in Acct. 16103 L6JLQ4 J.78 1 6 JL22L Commercial Inventory L61Q9 EXPLANATION PREPARE 513 137 55 • 5 700 00 ( 760 690 76 + - 6lJY VERIFIED BY APPROVED BY 1 GENERAL ACCOUNTING to CO 00 tt r JOURNAL VOUCHER p a q e ^ ^ - g J M . ACCOUNT NAME FACTORY LEDGER ACCOUNT OH WORK ORDER EC OEBIT ACCOUNT CREOIT Consignment Contra K Account G E N E R A L LEDGER DEBIT - 16112 -2 Die Metals on Hand in Raw Form inventory Lead and Kixksite fox M f g . of Dies and Punches 16120 F.L.C. - Model 47 W/O's 16201 CREOIT 111 161 45 — _ 117 023 20 7 413 05 F.L.C. - Model 204 Majox Militaxy Prod. W/O's 16202 2 749 133 75 F.L.C. - Othex W/O's 16203 94 393 83 F.L.C. - Model 206 Jet Range 16204 3 942 975 68 1 260 220 46 - — * F.L.C. - Overhead 16205 7 F.L.C. - Model 204 Cammexcia M i s c . Military W/0*s 16206 F.L.C. - R & D 16207 F.L.C. - B & P W/O's W/O's 16208 Helicopter Model 47 Finished Paxts Production inventory Suspense - Factory Ledgex EXPLANATION - 2 * 47 562 98 300 994 24 y 16211 ( 392 175 57 55 884 30 - SA - 16220 ) PREPARE 61BY 1 229 154 91 - VERIFIED BY APPROVED BY GENERAL ACCOUNTING ItoESom* „ ACCOUNT NAME JOURNAL VOUCHERpa G E N E R A L LEDGER FACTORY LEDGER EC OEBIT CREDIT ACCOUNT - AN - Vendor Industry ind. Barts-Spare Parts inventory 16303 Variance Applicable to Parti; in Account 16303 Perishable Tools Bell Owned Returnable Containers 16802 prepaid Rent - Real Estate 18103 Accts. Rec. - Employees Accts. R e c . - Subcontractors DEBIT CREDIT 324 601 79 1A 16304 500 00 v> 16801 82 408 13 w 19101 -1 1/J Itici 19110 A 950 44 39 696 73 1 1 403 55 27 601 21 Machinery and Equipment 26104 39 750 74 Office Furniture and Equipment 26107 -1 14 214 00 Vk Engineering Test Equipment 26107 -3 13 437 40 X Short Term capital Assets 26107 -4 516 00 Suspense Equipment in Construction 26109 Accts. Payable Vendors 33101 EXPLANATION PREPARE b i IY 667 945 56 VERIFIEI 0 BY APPROVED BY GENERAL ACCOUNTING * s — 621 95 © h ^ p ^ o c ACCOUNT NAME JOURNAL VOUCHER FACTORY LEDGER ACCOUNT OR WORK OflOCR EC OEBIT GENERAL LEDGER CREOIT ACCOUNT - Accts. Payable Vendors Vouchered and Paid 33104 Accrued Employees Group Insurance Plan 36301 -2 Accrued Supplemental Unemployment Benefit 36319 OEBIT i CREDIT 21 330 576 JL4 640 862 29 37 624 90 + V/V - Accrued Rent - Government Owned Facilities 36320 -2 245 654 06 A Accrued Tooling Rental Commercial 36320 -3 103 389 15 * Accrued Tooling Rental R&D Recovery - Foreign 36320 -4 28 250 00 Accrued Tooling Rental R&D Recovery - T53 Engine Foreign 36320 -5 6 168 00 Accrued Legal Fees 36331 -2 270 00 Accrued Patent Expense 36331 -3 5 711 10 Accrued Display Advertising 36345 EXPLANATION PREPARE b 3Y — 51 950 29 VERIFIED BY APPROVED BY GENERAL ACCOUNTING n A JOURNAL VOUCHER ACCOUNT NAME p a q e ^ o£ GENERAL LEDGER FACTORY LEDGER ACCOUNT OR EC OEBIT CREDIT DEBIT ACCOUNT - CREDIT Customer Deposits, Funds Accrued from Commercial Customers to be Applied to Purchase of Helicopter and Spare Parts 36360 Accrued N e w York Sales Tax 36363 -3 172 49 > Accrued Florida Sales Tax 36363 -5 75 42 — — 15 000 00 AccruecL Employees" Welfare Fund 36385 24 100 00 A Sundry Accounts 36390 10 440 22 A Accrued Garnishee and Wages Assignment Deductions 36403 Accounts Payable - Humanity Fund Employee Payroll Deductions Prepaid 36404 20 820 68 Accrued Employees Deductions Union Dues 36406 42 230 27 Accrued Employees Deductions U . S . Savings Bonds 36407 Accrued Employees Payroll Savings Plan 36408 EXPLANATION PREPARE D 207 77I w - JL8Q _3L75 J30 - 2 6 1 165 00 jY VERIFIED BY APPROVED BY GENERAL ACCOUNTING VI JOURNAL VOUCHER 6-204 paqe FACTORY LEDGER .^COtMTOR EC D€»IT G E N E R A L LEDGER CREOIT DEBIT ACCOUNT - fV 10805 ibiof CREDIT 4 4 7 26 00000 — 72 00* 83 /u 7IT1 — „ CO 21 332 751 43 21 332 751 43 EXPLANATION ACCOUNTS PAYABLE INVOICES V O U C H E R E D A N D PAID FOR M O N T H O F JUNE, 1973. C . S . Thaver' >*KtlMtUCV.tM r.rNrRii ArcniiMTiNG 8ell_Helicopter Company ...Division of Textron,_Ino. Consolidating State:r<int_pf__Jncome..for_pe_ripd_j:n<!< / Month nf , __Pt.rWorth;i_ Amarillo - 1. .! /' /Xistr.ilia consolidated^. iyviyrv'ti .. .. jrwi»:cr. fer Sisullowcd'co^t« ! ', j ' ' 1 •. ;pDlj-03 . _'y * . .If.fjr'cst Ir.cor •» - :;otcs Ficeiv.-i'bXa j i_|.J ] ij ..J;..,621-02 . _;:.:«:«•. .- other, i.; . jf.t*j:ost | . f! • i; ' ! „ i . ic-rei j.-. v ixcs v."it>..\tld oh. i'*yr»cnt:.o invoiced; |; : i ; , i 11 _ scuii .r.i.oji C'."i.<)c» .!;M:;| i; j id ] !_ .:_ .[.:_!.< !.; I Prs-visio- for^ Cc.: :.-'.rcinli Fin • Ir.ccr» Xiefore. Textron,Chae'je*. c.^ctior.s 1 |i j Acriir.istrative Service Chsrj* _::ct Worth Capi-tnl Ct.arye' • m .. Otr.*t v. r/ision for Australi»n_J nccrejjaxj . Z r.ccrc After Taxoi | ^ j' ; ! , ._:ncc-c >rior .Pjf .io^ij -HtHft ' L _ 1 -m;rr r l•i :11:1 i!n; :! n't ! "V i/7fl it.-ft. r .icc^t-. r £..f-3 & Sorvicp ___. >;oi-OL —; • yZt'Sti V' --//.«, . Expense, < costs ..<"—- r .._« ivis.ivr.. fcr .i-soc-it. DovelQancnt ;i :'c.r »l jr., •> ; ;s \:i z':.r.11 d_or. I,i c o n s o_ I n c o.-i c ! r-| . Ci:-.« c y - -j••s. to K i t of Coods sold . tlviti<»h£ Ir.zcr? ' . : ..L | ' : ' j j..;^ j . ?iroi-jr. '..•..•...lie op. Dividend Inccer.o; "i kCOll;. r.:>.s tr.CW« ...j.!'' '1 1 ' cr.toiitfsrt.' .•VI. I 13J - ^•y^r.W} ..'..- I• Year t.p r»t« .>.Ft. Korth;Ji_ ,v-arillo ^•-.f-l-v-i-i "Pit ft1- Cost pi Goods Solo J . _ ; : . ! . _ in is trail /<.. Service. c)i*rg<* 'I.-.sc.- « or. Sale* |n --IH -r-fr; J. jf522«0 la^pUl-ji.;. -HI 'i i ; • • i : i ;"„ 701-04 if 6i J !7;7fI'i i\ 41. _ i !! ; | 4 | "il _> I !i•11 * l i . i n i p f T j f 1. J/.':<•<« p jr.-u-c.tTujr:... ^lAti.TcLirf ._!.,.: ! S j : I!.: i j'/j j,:!: ,: 'wt/al I T . .v./. f ::.; '^v^^i-L-lLJ | | ! | j; ' I !:!i-i S41-69 J : M ;: iMOO j- ^ i j- iij ! to Number. Ft, Worthy Amnrillo Lii-li— JjLjJ. V l . Jj/ikl/iiiv!! >:;:I: • I ' "jlrthciirt ' J . V -I3!*/* ?«.»,7? ^i/>,7lHf7-?/> CO«t pi SOOCS Sold |. j ' • j :J Asrxr.. srrativt Service,. Charge . - .Australia _conso1 idated, f-fH^-Rii TT uFt. -C-'-— 1 a*. ..,,,!',!..;. j.,]' ; M lb i 'HT !... zr.rcre 3cfore. Toxtron.Charge*. —; : • I- • i otr.4: n'-e-ieticr.r. ' . I ; ; ! ' . } Administrative Scxvicq Charge; .Set.MortJi Cejitcl c&»*.g«J ; .L ; . . | ;::it ir-cor-? lor period.; ?r'Wi«ion fcr, fustr'nljan .ijncoma [?i ::et Ir-co-e After ?sxc» | i • ' |!Itj .SesjSaccrc. ?r:ot :c-t X'ccr.c Voaj. to Eate_. M&-09 04 Ii il JTI....! LI i_ • fft ft... . *SJ~t3.13-i<(l (tsutt T' EJ |.r:. Lx_|//i;vs.7:.*.>-L. 1 - : . u I1 ! I ^ | '•!: i f ' • : |:. } . . j | j: I - i it !1 _.. : «/II.MJRF... |!: 1:! L1 j 4 Q: ...r^xit;-I' 'af:l!f ' / FJ-f7l*7f 1 "•jyifov" foilIRI'I T-iJsia v.: t.'.held on Jpayrtont t in cv. .r-j«r» • j t '; ; I .; t9«J .on £ ad.Bo;,-.3. J ^.Xl.l'.Llj i.3von. for Cor-T.ctcinlj Financing . . •ftiXtttifi . . . { . . ! : . ' . S./-.:.-".* • ni.ttit! < Gthar c^arjCo to Cost of Cooes Sold' J., iri^d^T:!'!:!" -jr J J». A 3crv icc txpci • J-^a U j I . 1 ?:ov;2. "r. £.vr . rociicc. D^yelopsicnt.CP'ts , I Pxovis-or. for x; i n.iiiowoci; Costa i ... 1 rx-f/'isA'ie. •• ' ! ' 1 ' Ojo'.rfctinj ir.cc^e. At-/ 7 W ni;r •co-o . rniiizHii^t. : i :!': I H:;r,; I.-.t-jrc-v Jr.-or .Zr.tftr'.s': Ir.c— 8 '. 22-,00 | + Gain or toss c disposal' of Capital.|Assets — ...... >2S-Ol4lL :. .1 j.t|a/>«/ :r.heli on Li c n n 3 e _ J ilcorne . ..TY* «•'.«. wMwJiJ yMr/jitl. - Ir.cc:: jttasj-04.:::!:• rcrci;.-. T-3XC3 old on Sividen^I incorr.e ;'' '829-09 ; J-.iscoiii•Jnuoia V«ar to ratf Koith_, ;Ar.ar ilio . , slia , Cor.:c>l-.c . ........ „.SttS.uS. r • i ' • ! • I : ' II ; - IZliZ^lkkki; 1.., U iIHL J. i;; i. i ... !:.!:.!_..... -MtswMn lif^tT J.! _ t i w . f i . j; !..•—. \ ' /fiv,-- j.. i: to 01 £ o> GENERAL LEDGER - JUL ACCRUAL ACCOUNT TITLE ACCOUNT COOE • * • • MASTER MISSING • • • * , / 70100 70100 70100 .00 ,00 • 00 70100 HELICOPTER SALES AND EXPENSE __ SERVICE _ __ — PROVISION FOR PROOUCT DEVELOPMENT COSTS P R O V I S I O N FOR D I S A L L O W E D CJPFF COSTS 1973 - FINAL PRIOR MONTH REFERENCE AMOUNT J . V . LIST 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70X01 579»539•89 22.39 7,500.00 605.00 1,432.60 CURRENT MONTH AMOUNT YEAR TO OMFC J . V . AMOUNT ' BAL F W D 513 10 MO TOTAL GL TOTAL 1,000,000.00 1,000,000.00 1,000,000.00 711,105.21 11.39 3,100.00 605.00 2,316.28 2»544.13 20*556.26 16,833.98 131,565.32 BAL FWO 115 06 118 06 119 07 144 _ 03 146 17 405 15 413 02 417 17 418 17 513 15 530 MO TOTAL 70101 711,105.21 GL TOTAL 795,450.11 70102 70102 70102 70102 70102 2,102,782.00 BAL FWD 146 523 15 523 17 MO TOTAL 2,661,350.00 209,354.00 219,354.00 2,880,704.00" 70102 2,661,350.00 GL TOTAL 2,880,704.00 2,120,422.00- 170,000.00 BAL FWD 146 _ 5 0 * 0 0 0 . 0 0 _ 4 0 9 _ 10 409 17 50,000.00 MO TOTAL 220,000.00 70103 70103 70103 70103 70103 70103 82*070.96 558,568.00 558,568.00 _ _ 220,000.00 GL T O T A L 89.18 43,670.18 4,510.01 10,143.93 1,902,725.96532,786.38 16,500.00 330.95 12,902.47 111,962.97 62,554.04 59,055.07 16,500.00 330.95 1,869.07 4,033.14 3,476.0084,344.90 1,107,275.85- 5,001,126.00- 10,000.00 222,000.00R 245,000.00 50,000.00 25,000.0025,000.00 245,000.00 T: .K: < : 23,000.00 to REPORT NO. 3202-045 REPORT TITLE GENERAL LEOGER ACCOUNT JUL .ACCOUNT CODE TITLE 1973 - CUT-OFF 7DATE/ PROC 08-13-73 FINAL PRIOR MONTH REFERENCE AMOUNT J . V . LIST 5 4*4 8X»3Q_-_MO TOTAL. EELL MATERIAL VENDORS EXCHANGE PARTS CUSTOMERS IN H A N D S 16213 414,015.13 GL 16215 16215 16215 16215 16215 16215 212,229.32 2,972.70 BAL FWD 606 07 _ 636 07 636 10 636 17 MO TOTAL 16215 215,202.02 TOTAL YEAR TO DATET J.V. AMOUNT " 16» 4 7 0 . 7 8 397T544.35 46,495.01 OF 2.972.70 GL E X C H A N G E P A R T S IN H A N D S OF CUSTOMERS - WESTERN DIVISION JL79,136.83 BAL FWD MO TOTAL .00 16216 16216 .00 • 00 16216 00 16217 16217 .00 16217 • 00__ G L T O T A L . .00 215,202.02 20,747.81 56,813.0056,813.0056,813.00 36,065.19- TOTAL IN H A N D S OF SUSPENSE - FACTORY CURRENT MONTH AMOUNT PAGE 46 GL 28,334.0CL 84,920.0 in .00 • 00 _ TOTAL BAL FWO MO T O T A L " _56,586.01_. .00 .00 • 00; LEDGER 16220 16220 13220 1S220 16220 16220 16220 16220 16220 16220 16220 16220 16220 770,779.35 32.50 6,652.88 _18,351.58 677,256.95 175.67 5A393.97_ 533.33 1,497.77 BAL FWD 101 01 101 06 102 103 103 15 104 10 105 07 107 115 01 15 131 136 10 123 10 1,798,280.89 .00 30.00 1,145,405.73122.41 • 5,149.17 .00 40,272.34 239,138.14 3,591.20 3,056.53 4,309.05 37,889.25 ^ 146,508.11 3,787,338.93 23,409.86 E 30,115.52. 8,351.75 533.33 E 24,560.51 to 00 .mUm niPrRT TITLE GENERAL JUL LEOGER ACCOUN COOE ACCOUNT TITLE 1 1 _ 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 - C U T - O F F / D A T E / PROC 08-13-73 1973 - FINAL PRIOR MONTH REFERENCE AMOUNT J . V . LIST §36.07 137 139 140 87-75 _ 142 _ 146 20.82 147 . 152,304.85_ 201 201 31,711.45 202 18,121.87- 203 ,216,155.84 204 204 204 204 30,706.54- 205 205 206 212 __ 7 , 5 1 5 . 8 6 - 2 1 3 5,168.67 214 3,924.42- 215 215 218 219 22<\ 23,065.11- 312 591,589.00-401 397,397.78 403 19,083.08 405 227.90 406 406 410 411 413 414 420 76,646.31 501 501 13,746.41- 502 502 .CURRENT M O N T H AMOUNT Y E A R TO DATE J . V . AMOUNT Q7 400.27 07 60.14 01 01 06 07 01 01 03 10 15 01 06 20.8252,223.7840,374.20 23,661.23 31,711.45- __ 206,530.80 6,406.98 777.504,271.37 134,940.3017,364.55- 01 01 03 10 15 17 17 10 15 10 15 02 03 07 03 06 13,405.38 5,168.67.00 _____ __ 22,032.00 221,319.00124,987.15 34,207.95 705.99 44.006,864.0043,400.00112,449.1263,117.18 1,645.26 496.61.00 ^ 2,432.96 37.60 1,171.32 # 669.83 336.38913.43 # 426,390.96 180,374.57 % 182,220.85* 2,671,480.72 * _557,700.28424.867,892.86 « 10,950.4186,582.57 « _ 74,901.055,086.992,687.45 4 .. 33,265.34R 2,175.513,071,346.00- « _ _ 1,998,695.44 237,509.83 < .... 4 , 5 4 5 . 6 7 996.00 25,014.00-< 43,400.00282.50112,449.12-F . 432,680.72 « < i' ,i ;iaicopic» Ci.v.; amy R FTEPO* N O . JZC2-045 REPORT TITLE GENERAL LEDGER ACCOUNT TITLE JUL ACCOUNT CODE LU220 U.220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16; 20 16220 16220 16220 16220 16220 16220 16220 16220 16220 ( r GLNbRAL LtUGER CUT-OFF /DATE/ PROC 08-13-73 1973 - FINAL P R I O R MONTH R E F E R E N C E __ C U R R E N T M O N T H AMOUNT J . V . LIST AMOUNT 502 7,760.00- 507 21,423.43 509 509 509 509 2 0 5 , 8 8 0 . 0 9 - 510 108,898.42- 513 513 513 513 526 526 526 527 527 527 50,096.67 530 530 532 415,649.00- 543 143,476.93- 545 549 83,753.85- 553 553 70,710.03 554 558 566 3 7 , 6 2 2 . 3 2 - 567 567 567 347,843.09 601 8,213.54- 602 602 4,720.45 604 3,785.89 606 18.12 607 607 293,668.18- 608 608 07 15 05 09 14 17 18 01 10 17 19 05 09 14 05 09 14 10 17 03 10 06 15 02 10 01 10 05 09 14 03 03 06 03 07 03 06 05 09 2,148.89 4,860.0013,849.98 3,552.99 1,776.51183.86 318,600.44 ^ I FT, CLTQGVI FI,OOO,OOOT5FE> .00 7,091.05 290.34145.543,911.45 164.5980.2862,400.0919,983.7431.88114,546.0078,435.6211,224.5090,578.4629,788.6983,753.85 29,427.0040,530.916.50 .00 114,203.07 9,325.92.00 1,645.07 29,666.73 5,356.475,516.00 5,530.90.00 : PAGE 48 YEAR TO DATE, J.V. AMOUNT " 22,932.9737,155.00- 113,275.60 79F204.52__ 2,127,377.806,647.17'" 3,666.58~ 3,701.79 1,978.16 1,990,139.00621,007.1711,224.501,664,711.101,753,951.91" 34.30 29,427.00360,734.792,089,025.13 56,677.5237,126.81 100,982.39 „ 12,398.09 / -9 JIJL 1 9 7 3 - FINAI i' \ j. "" ^ T Tl C GCNfcKAL LfUGER ACCOUNT TITLE SUSPENSE - UNDISTRIBUTED TRANSPORTATION CJI-OH- /UAT t/ PROC PAGE 09-13-73 ACCOUNT CODE PRIOR MONTH REFERENCE AMOUNT J . V . LIST CURRENT MONTH AMOUNT 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 608 14 608 18 611 03 612 03 614 01 618 03 620 10 624 03 630 „10.00 631 _ 01 631 10 9,993.48- 632 02 6,801.87 636 6,658.45 639 8,193.60 702 07 24,448.00- 705 15 706 15 707 803 3,973.75 805 15 1,027,501.54 MO TOTAL 3,539.08 940,663.55- 16220 1,798,280.89 857,617.34 16221 37,483.03- GL TOTAL 162 83,426,408.70 __ SUB TTL __ __ GL TOTAL 4 8 , 4 1 7 . 9 4 - BAL FWO 4 , 0 3 5 . 1 5 - 101 06 91,492.53- 103 10 106,462.59 104 10 143 07 . 10,934.91 MO TOTAL 1,782,636.8414,425.3244,484.44_ 1,166.00 605,305.0481,858.73_ 22,862.084,729.20 38.00287.93 10,387.784,284.29 209.2144.00 _ 37,483.031,372.0175,455.8094,290.72 360.41 17,823.32 19,659.71- 49 Y E A R TO D A T E , J . V . AHOUNT ' 80,111.29.00 3,436.45 6,797.80 24.0036,966.643,118.14 5,217.89- 82.98 24,817.12 191.00 103,289.392,425.50 _ 2,163.17- 16221 16221 16221 16221 16221 16221 _ 232.93 76,390.5040,745.13T25,032.28 61,505.49 32,601.03414.00 14,817.612,000.00-: 13,431.17 238,482.47- _ 17,414.97524,744.57542,951.04 360.41 1,151.91 86,784,653.80 CELl HfcUCOPT£R COMPANY < 2 ^ ,fro*T NO. 3202-0+5 REPORT TITLE GENERAL LEDGER ACCOUNT CODE ACCOUNT TITLE ACCRUED NOV EMPLOYEES WELFARE PRIOR MONTH REFERENCE AMOUNT J.V. LIST .00 MO TOTAL .00 36365-2 .00 GL TOTAL .00 36386 36386 36386 36386 36386 _ _ .00 171,245.481,093.60306,889.40 217,802.65- TOTAL 83,252.33- 83,252.33- BAL FWO 116 07 422 11 575 12 MO TOTAL 1,950,713.50- 71,664.57- GL ~ ~ INSURANCE EXPENSE 1,953,228.502,515.CC 2,515.00 3,898,198.50- BAL FWD 119 07 204 420 513 12 MO TOTAL 311,287.293,381.66- C 36387 36387 36387 36387 36387 36387 PRODUCT 36388 36388 36388 36388 36388 319,445.271,861.6710,000.OC " 19.65 8,157.98 2,515.00^ <500^000^0^ 1,45070007001,947,485.00- TOTAL 1*950,713.50— GL 36386 36387 RESERVE FOR DEVELOPMENT YEAR TO DATE J . V . AMOUNT ' 71,664.5715,878.26174.0017,364.00 12,899.SOLL,587.76- 145,114.95- BAL FWD 4,184.72-101 06 197.00- 106 12 117,841.30 204 01 4 0 , 0 0 9 . 2 0 - 501 06 73,450.38 MO TOTAL 36385 36385 36385 36385 36385 36385 CONTINGENCIES T 12-11-73 CURRENT MONTH AMOUNT 36365-2 36385 ACCRUEO SELF Cu I -011 / u A 11 / Hr.uv. n^,* FUND - RESERVE FOR 1973 - FINAL ; 311,287.29- GL 23,829,519.58- BAL 339,122.00- 523 523 284,186.41 530 20,000.00 569 TOTAL FWD 12 14 11" 12 19.653,401.31314,688.6023,864,455.17— ~ 373,860.00 747,720.00~ 172,316.61 10,000.00 29,562.50 500,000.001,450,000.00- 1,920,437.50- 23,821.6757,500.00 28,770.00 .00 62,448.33 X 4,409,944.003,629,183.15 55,000.00 < to Oi to " ~ OtNtHAL ACCOUNT NOV LkUOtH TITLE OTHER SELLING EXPENSE HELICOPTER SALES ANO SERVICE ',PENSE PROVISION FOR PRODUCT DEVELOPMENT COSTS PROVISION FOR DISALLOWED CPFF COSTS ACCOUNT CODE 1973 - FINAL PRIOR MONTH REFERENCE AMOUNT J . V . LIST l^OOMOG^ 70100 70100 70100 70100 ~I,OC0,OOO.OO 70100 1*000*000.00 GL TOTAL 1,500,000.00 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 1*151*949.C8 16. C5 6,300.00 1,451.67 1,928.99 1*315*435.11 15.89 6,300.00 2,888.33 2,247.19 163,486.C3 BAL FWD 06 115 118 06 07 119 144 01 146 12 405 413 414 10 417 418 11 513 12 5 3 0 11 530 12 MO TOTAL 70101 1,315,435.11 GL TOTAL 1,465,703.84 70102 70102 70102 70102 70102 3,696*962.00 4,036,084.00 339*122.00 BAL FWD 146 523 12 523 14 MO TOTAL 70102 4,036,084.00 GL TOTAL 4,409,944.00 70103 70103 70103 345,000.00 ^00 85,214.20 240.89 2,246.29 15*974.20 50,113*14 339*122.00 50,000.00 BAL FWD 422 11 513 MO TOTAL BAL FWD 146 409 10 YEAR TO DATE J . V . AMOUNT ~ CURRENT MONTH AMOUNT 500,000.00 (^500,000.00) 1,000,000.00 500,000.00 1,500,000.00 155.41° 70,370.18 10,443.35 17,820.61 1,902,725.96850,686.19 16,500.00 16,500.001,537.33 21,684.03 212,133.62 80,715.59 ~ 489.47 2,161.45 19,829.43 7,106.6042,727.98 150,268.73 • 280,873.12" 437,022.12- 5,001,126.00- 373*860.00747*720.00 ~ 373,860.00 ^ 4,409,944.00 591,182.00^ 395,000.00 50,000.00 222,000.00445,000.00 *tro*r tttLt PAYMENT GENERAL ACCOUNT ACCOUNTS PAYA8LE JUL LEDGER ACCOUNT CODE TITLE 1973 - /OAtt/ CUI-UHF FINAL I^LC 07-16-73 PRIOR MONTH REFERENCE AMOUNT J.V* LIST CURRENT MONTH AMOUNT 33102 295»307.39- MO TOTAL 33102 8,154,847.14- GL TOTAL 7,401,576.46- 33103 33103 33103 33103 25,663.9185,364.7385,364.73 .00 BAL F W O 301 07 633 C6 MO TOTAL 25,663*91276,302*55262,632*55 13,670*00- 33103 25,663.91- GL YEAR TO O A t t D J . V . AMOUNT 1 753,270.68 93,805.75 -CONSIGNOR ACCOUNTS PAYABLE - VENOORS V O U C H C R E O A N O P A 10 1 TOTAL 39,333.91- 33104 33104 33104 33104 •00 BAL FWO 15,025,552*38 102 12 1 5 , 0 2 5 , 5 5 2 . 0 1 .00 MO TOTAL •00 21,330,576*10 33104 •00 411,344,65397,674.65 13,670*00-- - 331 12,372*228.77- GL TOTAL SUB TTL — nn • oo 14,373,102*01- " 106,518,160*48 106,518,160*48- • 00. ton C * f s. . t-ir:/* f ft JUL OTN£KAL IGOGFCK ACCOUNT COOE A C C O U N T TITLE 16215 16215 E X C H A N G E P A R T S IN H A N D S OF CUSTOMERS E X C H A N G E P A R T S IN H A N D S OF CUSTOMERS - WESTERN DIVISION SUSPENSE - FACTORY LEDGER / 1973 - C U T - O F F / D A T E / PROC 07-16-73 FINAL PRIOR HONTH REFERENCE AMOUNT J . V . LIST CURRENT MONTH AMOUNT 18,600.00- 636 1,833.47 MO TOTAL 2,972.70 TOTAL 215»202,02 .00 •00 BAL FWO MO TOTAL .00 .00 16216 .00 GL TOTAL _ _ ,00 16217 16217 •00 • 00 BAL F W O MO TOTAL .00 .00 16217 •00 G L TQTAL._ * _ 16215 212,229.32 16216 16216 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 U>220 16220 16220 16220 16220 GL 872,535.64 BAL F W O 5 0 , 2 6 8 . 4 6 - 101 0 6 102 8,556*35 103 10 29,212.35 104 0 7 104 10 451,158.72 105 10 107 06 1,279.01 115 01 2,748.16 123 131 0 7 8,764.35 136 11 137 07 302,19 139 140 58.50 142 0 7 146 147 506.33 02 01 _ 3 0 , 2 4 1 « 4 2 201 201 02 201 10 201 11 , .. «00 770,779.35 32.50 6,652.88 18,351.58 • 00 677,256.95 175.67 5,393.97 533*33 1,497*77 536,07 87.75 20*82 134,940*30 16,122*21 1,242*34 • 00 4* Y E A R TO OATE M J.V* AMOUNT F 85»147,00 120.985,20 .00 ^ Oi OR 1,145,435.73122.41 32,740.08 , 106,235.77 3,548,200.79 A 23,409.86 " 26,524.32 5,295.22 533.33 20,251.46 2,032.69 37.60 1,171.32 609.69 336.36934.25 t I 438,240.54« ': .1 I I ICOI rt- I > >'"••' REPORT N O . 3202-045 REPORT TITLE GENERAL LEDGER ACCOUNT TITLE JUN CUT-OFF /DATE/ PROC 07-16-73 1973 - FINAL ACCOUNT CODE P R I O R M O N T H !R E F E R E N C E AMOUNT J • V . LIST 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 18*121.87 202 30,932.28- 203 204 257,857.90 204 204 204 59,190.84 205 205 206 7,515.86 212 377.00- 213 214 3,924.42 214 ~ 6,077.89- 213 218 219 8,078.71 220 1,053.00 312 469,930.00- 401 284,638.80 403 21,563.58 405 5,409.53- 406 996.00 410 6,120.00- 411 414 33,909.29 501 501 476.52 502 502 507 25,588.00 14,667.94 509 509 509 82,792.14- 510 1 6 6 , 0 6 9 . 3 1 - 513 513 513 513 29»516.88- 530 530 03 01 01 06 07 10 01 02 C E R E N T MONTH AMUUNT 31,711,45 __U*.12LFFL7- fT,229.154.9lJ Y E A R TO DATE T J . V . AMUUNT \ 156,713.34 150,509.40- 11,721./3- 35.001,242.3430,241.42465.12- 01 01 02 01 7,515.865,168.67 .00 3,924.42- 07 U 12 12 07 23,065.11591,589,00397,397.78 19,083.08 227.90 03 07 03 07 11 05 09 11 12 CI 11 12 13 70,204.56 6,441.75 15,786.572,040.16 7,760.0017,495.99 3,500.17 427.27 205,880.0913,828.38 145,863.7423,136.94 .00 67,451.36 17,354.69- 11 . 12 PAGE 44 2,455*049.07 405,395.43424.867,892.86 10,950.41-: 73,177.19 , 69,732.38-' 5,086.992,687.45 33*265.3424,207.512*850*027.001*873*708.29 203*301.88 5,207.66996.00 18,150.00282.50-1 ; » 367,918.28 24,585.2532,295.0097,465.28 239,395.92- 1 1,007,944.40J 86,085.62 rru HEIICOPTER rOMr'ANY JSM-0+5 NO. hCPURT TITLE GtNEHAL LEDGE ACCOUNT TITLE JUL ACCOUNT CODE 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16220 16*20 16220 16220 16220 162*20 16220 16220 16220 16220 1973 - P R I O R M O N T H LR E F E R E N C E AMOUNT J • V . 1LIST 29.68267,944.0098,480.6570,710.03- CUT-OFF /DATE/ PROC 07-16-73 FINAL CURRENT MONTH AMOUNT 147.51 101,756.29- 532 543 10 545 06 553 07 553 11 554 01 558 567 05 567 09 601 03 601 13 602 03 604 03 604 06 606 07 607 03 608 05 608 09 6C8 11 611 03 612 03 614 01 618 06 620 01 620 07 624 03 630 631 01 632 01 636 07 639 U 702 10 705 11 705 12 706 707 803 805 10 MO TOTAL 3,973.75 1 ,027,501.54 770,779.35 GL T O T A L I 61,648.93 86,929.66315,572.16 38,625.093,620.41 23,533.50 732,15 313,117.574,064.3611,756.04226,00 94,848.7677,454.39 10,182.631,780.80 73.008,822.19U,999.008,193.60 7.70- 415,649.00143,476.9383,753.85 167,507.7070,710.03 37,596.6225.70347,855.63 12.548,213.544,720.45 .00 3,785.89 18.12 309,679.8216,011.64 .00 82.98 24,817.12 191.00 103,289.39178.802,604.30 2,163.1710.00 9,993.486,801.87 6,658.45 8,193.60 992.1423,455.86- PAGE. 45 Y E A R TO O A T E 1I J . V . AMOUNT 2,010.04 1,875,593.00542,571.551,544,343.951,670,190.06 34.30 320,210.381,974,822.06 47,351.6035,481.74 71,315.66 12,238.56 1,696,994.6517,861.7737,686.64 1,190.00 568,338.4078,740.59 17,644.194,729.20 _ _ 17.0066,002.7240,745.1325,032.28 57,221.20 32,391.82370.00 14,817.612,000.009,892.09 /• > |M vt 1974 P.csarv:? MI E U C O P T C R UXOtiNT NAME ACCRUAL • JOUliNAL VOUUIEU GEM'.IIAL U I>GEH £cr Contingencteo 3G33I Other Lcllir.3 _Provl~ •M,_j7jd*f % mt FACTORV LEDGEn I::.r SJUatlcaoa 875 000 00 7010C 500 000 00 70X03 375 0C0 00 to Qji 00 : v-—I •; adjust I REPARED BY _375 000 for Coatiag?nttiea» VERIFIED BY APPHOVCD BY ORIGINATOR £• OD 375 033 00 EnrCavcy . S , E . Asfclay' D» C» Pontic H f= L I C O P T C R OOMIMNV ACCOUNT NAME W)WKOWDtH tC Expenditures to be Reimburse! Under Govt.Cost Type Contrac JOUHNAL VOUCHKKpaqe Tot 3 GENERAL LEDGER FACTORY LEDGER 21 662 00 Expenditures to b e Reimbursed Under Govt.cost Type Contrac F.L.C. Model 47 F.L.C. Model 204 "t iI- 13103 16 790 75* .6201 3 782 50 16202 13 830 01 F.L.C. - Model 206 16204 104 191 96 F . L . C . - Overhead 16205 76 479 50 _J 7000 7012 7054 7056 7063 7905 30 153 956 4 173 16 482 1 291 7 250 8000 8001 22 8013 8054 8980 8981 8986 8990 18 }. ton C CO 1 829 143 452 61 ! 969 24 472 ! o WfrAHCU uV VERIFIED BY APPROVE O tlY CLNCriAt ACCOUNTING tBt£Li_ )HEUCOPTER COMPANY ACCOUNT NAME F.L.C. - Overhead (cont'd) F.L.C. - Model 204 Misc. F.L.C. JOUKINAL VOUCH EH Page. 2 of 3 FACTORY LEDGER WUHKOHUEB 9000 9001 9006 9010 9013 9054 9056 9059 9067 995F 995H 9924 9937 9965 s 23 374 52 057 149 253 373 684 849 280 270 826 : 159 04 80 74 00 48 20 27 75 80 00 25 00 GENERAL LLOGER - r } - j 2^0 80 ! 166 95 I 5 314.63 23 045 45 ' 216 0Q 16206 16207 - R & D F.L.C. - B & P I - » - ~4 - t I I 16208 Suspense - Factory Ledger ! Machinery & Equipment. Portable Tools 26104 .—..I Office Furniture & Equipment EXPLANATION' 1 980 00 26105 .980.00 26107- .! 30 1 6 1 2 0 PREPARED BY VERIFIED BY APPROVED BY GENERAL ACCOUNTING 2 108 48 7-215 7-9-74 ACCOUNT NAME GENERAL LEDGER FACTORY LEDGER EC KBIT CREDIT Expenditures to be Reimburse* I Under Govt.cost Type Contrac :s ACCOUNT - L3102 DCBIT CREDIT n 662 oou Expenditures tP__be Re'jnburse< I Under Govt.cost Tvoe Contrac a L3103 790 I f F . L . C . - Model 47 16201 3 782 50. F . L . C . - Model 204 16202 F . L . C . - M o d e l 206 16204 F . L . C . - Overhead 16205 13 830 01* 104 191 96 76 479 50. F . L . C . - Model 204 M i s c . L6206 5 314 63. F.L.C. - R & D 16207 23 045 45- F.L.C. - B & P L6208 216 00' Suspense - Factory Ledger L6220 Machinery & Equipment 26104 2 108 48. j, 1 980 00 Portable Tools 26105 Office Furniture 2610-7 1 Suspense Equipment in Construction 26109 - PREPARE 6 IV EXPLANATION VERIFIED BY APPROVED BY nM-IIMI MV. M4 GENERAL ACCOUNTING „ 9Q0 00 161 It 46 125 90 ACCOUNT NAME FACTORY LEDGER WORK OR OCR EC DEBIT GENERAL LEDGER CHCMT ACCOUNT - Other Selling Expense 70100 Accounts Payable Unrecorded Liabilities 33102 crn-otT OE.IT , 1 000 000 00' 1 346 668 38 — to Oi CO — 1 346 668 38 1 346 668 38 PREPARi b i EXPLANATION TO REVERSE J.V. 6-214. Ruth Brothers J>7 VERIFIED B Y T a n Pekurney j f ^ f ^ APPROVED BY J ^ V C . S. T h a y e r C x ^ ^ ^ ^ C ^ T GENERAL ACCOUNTING y ( f o S S ^ m , . . ACCOUNT NAME Reserve for Contingencies JOURNAL VOUCHER GENERAL LEDGER FACTORY LEDGER ACCOUNT OR WORK ORDER EC CREOIT OEBIT DEBIT ACCOUNT - CREOIT 3638< — - - Helicopter Sales & Service Comm'l Selling Expense - - * 447 000 00 7010] r 'i 441 OOC 00 i i ! — ' T "" 1 - T— — — - j - • 1 j._. | - • ! — - - - - - _ - - EXPLANATION — Reserve fox contingencies. - -— 1 1 447 000 00 447 000 00 N . J. Truesdale / | Ut^M^^d^JLK^. PREPARED JY — — VERIFIED BY nJsyS'~ J / S. E. APPROVED BY C. S. GENERAL ACCOUNTING ^ ^ (3) ^ V HELICOPTER OOMWWV ACCOUNT NAME WORK ORDER JOURNAL VOUCHER OEBIT EC Provision for CREDIT ACCOUNT - .7.010 <) .„ Other Selling Expense Commercial Selling E x p . GENERAL LEDGER FACTORY LEDGER — _ OEBIT CREDIT -5QQ. 000 00 557 000 7010 Disallowed 000 00 7010; CPFP Costs - _ - — - T o correct in p a r t account 557 000 00 6 iBY s,. L . Hardawa] PREPARE EXPLANATION d i s t r i b u t i o n JV 12-582. ^557^ 000 00 !j VERIFIEID BY S,. E . Ashley APPROVIEO BY C,. s . GENERAL ACCOUNTING / " /LT h ^ r ^ - ^ v r ^ y - t ^ ( D H ^ o p ^ , ACCOUNT NAME Riggs Natl. Bank - General JOURNAL VOUCHER FACTORY LEDGER WORK ORDER Expenditures to be Reimburse i Under Govt.Cost Type Contrac Expenditures to be Reimburse i Under Govt.Cost Type Contrac :s DEBIT EC -it ! ! ~t t ! 1 ! Accts. R e c . - Commercial Interdiv. Accts. - Amarillo ™ - 2 9 7 ' * GENERAL LEDGER DEBIT CREOIT 1 3 8 0 07 A I "" f" .... j i | ; ••• - i- i 13102 39 086 41' j • • 777 708 42:^ ; 1 ! ' 300 204 88'*"! 13103 13110 14101 -3 _!___ 5. 1 Accts. R e c . - Bell Helicopte Atlantic Belgium S . A. 5 L _ --j- — o t ACCOUNT - CREDIT :• - T] - 1 7 p a g < r l 157 i .!."!' T• . .!' • ; 75 1 T " 14101 .5 } 36 298 34 Bell Raw Material and Purchased Parts — Variance Applicable to Raw" Material in Acct. 16101 16101 1 164; 526 90 : 16102 ! ! i * f 2 889 50 » A Castings,Forgings AN & Vendor Parts 16103 -1M 1 551 546 04 Variance Applicable to Mater Lai in Acct. 16103 16104 101 635 91 Commercial Engine inventory 16109 1 t I j — - "j t | j ' . <A. —f- 1 057 047 41 .... 1 1— — 1 i PREPARE O I EXPLANATION jy V E R I F I E D BY ~ ~ APPROVED BY 1 GENERAL ACCOUNTING ! 1 JOURNAL VOUCHER ACCOUNT NAME ACCOUNT OR WORK ORDER FACTORY LEDGER DEBIT EC GENERAL LEDGER CREDIT F.L.C* - Model 47 W/O's F.L.C. - Model 204 • - j i! i OEBII ACCOUNT - CREOIT L6201 ;125.672 93 L6202 5 543 641 21 16204 2 303 043 58 ! 16205 1 173 605 21 ~t - -j- F.L.C. - Model 206 j --- * . i i 16206 3 086 561 23 F.L.C, - R & D 16207 "X?00;791;48 U. ~T i F.L.C. - B & P L6208 1 942 92 Model 47 Finished Parts Production Inventory L6211 F.L.C. - Overhead F.L.C. - Model 204~7 ". * 1 Commercial & Misc. Military ! ' Helicopter Reconditioned and Exchanged Finished Parts L6213 Suspense - Factory Ledger L6220 -- 7 T ; "" L I T ' h—;— ; 189 898 68 ' ['• • j j T{II | . T'.' ! ! 2 700 00 i ! > : r3i3|135:97 AN & Vendor industry Std. ! Parts - Spare Parts Inventory L6303.— Variance Applicable to_ Parts in Acct. 16303 L6304 PREPARE D J Y EXPLANATION VERIFIED BY " " ' APPROVED BY GENERAL ACCOUNTING 687 889 59 Y 1 i I i 1 407 00 ! ! i i j (BBJUPD^RMM Xy HELICOPTER o o m b w ACCOUNT NAME JOURNAL VOUCHER GENERAL LEDGER FACTORY LEDGER ACCOUNT OR WORKOROER Perishable Tools,Bell Owned ACCOUNT - CREDIT OEBIT EC L6801 — -; Returnable Drums CREOIT 64 776 53 L6802 prepaid Insurance Premium General insurance 8J474 00 * i • ; _ L8101- •1 __ .10 000 00 prepaid R e n t - R e a l Estate M i s c . Deposits - Bid Bonds Utility Deposit, e t c . — - Machinery & Equipment — , ~T ~ 7 0 8 0 00 -••-+ «-•••• • 1 I 3 i085 50 26104 2j103 120 26105 Automobiles, Trucks and Equipment 26106 Office Furniture & Equipment 26107 Engineering Test Equipment 26107 •3 Suspense Equipment, in..... Con s tr uc t ion 26109 ZZ£ 4 9 5 [93 A 4 829 895 85 + - VERIFIEI D BY - - - - - — GFNFRAI ACCOIIMTIMfi T ! APPROVED BY r . — 1 1 * i i J ! \ | y * 10 00 - ; i PREPARE D JY ' A. — 10 249 50 33101 EXPLANATION ' 3 5 156;52 •i - Vendor s i* r 1 9 1 0 7 —< * 138 59 ^ I" 1 L9101 1 ' — Portable Tools 50;384 59 L8103 - ----- A c c t s . R e c . - Employees Accts. Payable Vouchered DEBIT ~r 1 O H ? ^ ^ ACCOUNT NAME A c c t s . Payable -, Vendor si Vouchered and Paid JOURNAL VOUCHER FACTORY LEDGER OEBIT EC ffloRMfl GENERAL LEDGER CREDIT DEBIT ACCOUNT - — CREDIT i • i ! --: i 33104 26' 204; 804 17. j Accrued Employees G r o u p Insurance Plan ! i : Accrual Suppliment Unemployment Benefits 36319 — Accrued Legal F e e s Accrued Patent E x p e n s e 674'103'89' 1 ; . 1 1 3 4 . 655 24 36331 1-2 ' 3 128 26 V ! 7- 36331 -3 X J 5* 32.2 68 -I —j Accrued Display Advertising : 36301 -2 36345 T 25; 579 : 56 ^ " " ' j — Customer Deposits 36360 Accrued Texas Sales T a x 36363 -2 - 168;567[97 1 "[ 42 141 98 "i 196 j 86 Accrued Local Sales T a x 36363 •4 36363 •5 Accrued Employees W e l f a r e Fund 36385 ! j 2 5 1 6 2 00 1 | 9 092j29 Sundry Accruals 36390 36404 EXPLANATION PREPARE D JY "* 205;444 32 Accrued Florida, Sales T a x Accounts Payable Humanity Fund ___ — : - 4 — i • • 1 • - — - VERIFIED BY - OFMFRAI /^rmiiftTinn APPROVED BY A1 42 i 5 0 2 8 1 I 1 * i ! 7-204 ACCOUNT NAME ACCOUNT OR WORK ORDER DEBIT EC CREDIT Accrued Employees Deductions Union Dues - Accrued Employees Deduction. Savings GENERAL LEDGER FACTORY LEDGER 16406. _ Other S-ellina Expense ._. - - - — 1 —! 113 943 75 / L* # / - - . 70100 - -• w j158 975*00' . E _ E r 36408 3000 30000 L0641 L0715 L0810 L0813 L0819 CREDIT E L l l l 1795 *54 36407 Bonds Accrued Employee Payroll Savings Plan _ DEBIT ACCOUNT - E1EE 1; 000 000 00 ~ j 16 116 j 11 800 1 "" i X ' 1 567 150 j i c r [ 23 40" 56 00 H 1 18 28* ' * "1"' : ttU 1 36 002 0 0 ' 50 r 00 > I — - ' - - E - .JEE — K ' - - i - - ; > ! 16 240 857 85 26 240 857 85 EXPLANATION PREPARED BY ACCOUNTS PAYABLE INVOICES VOUCHERED AND PAID FOR MONTH OF JULY 1974. VERIFIED BY E . J . Trimboli T o m Pekur ney loaAwcn dBY v APPROVED C . S . Thayer GENERAL ACCOUNTING fj . j / tell /Iel icopter Ccfl>pany__ __D i visi on_o f_Toxtron, I nc. Ccr.Eolidot lr»3 State.T.cnt_o2_Jncome_for.Period_Ended Month of e ri, i if ' .. .'i-inistxanv. Service.charge. d f tjrVitr'i f#;-xfB f * < r.; _.J/A.-»;v.<1« (j' k ; Y/ -'Sis* 1,713 1 ! on Saics :'jos to Co it of'Cocoa Sold: , : Siii-s £. Service. Expense h. lf-r*V'rVc.:ct..Ilcye.lo£nant_CosJ:s_ j JX-02 J fcr iisaiioved. Coata ; !_i.: " „ J _701-63L L _ Ooeratir.j incite. _ .Consolidatcd,^ ' i"?!ii—!''': fecci-'nblc .1 ..I;!'. J ntr .... raii-03[ J :..*#, or. Eisyosol of ,C->[Jit«l jAsscta.i 122-00• ..:..!! i .!: ....:._ -xc.t ''11i.hid.pn_Licqi sc rpqp.~!e _ . Elvicc;.: .; : '.••'i*.r.!.-iio oh Lividendllnecne Pf::c ijn lr.t^sec t i J i J L ' J -I•I I 'l^ll' ..•Ir.c'cri Lefor.e. Textron. Chac-jea : AJstraXian : r.-cc-e fri&r.periods; . . j ,!- ft I 1trr nt I.I. ii^^vJ/iL/t. "j[.. SJ:c.fxirjyi"yr>.i 7^... ;.... H : » B . i. !...;_. -f. •mi; ; 1 — IT: mil UlJ-09 !• hill! : : i: i j " ^ i' i:,>L63!TjiT n Uoj-wl . £ l!; ii -UWu. ;70 lj- 04 'ii |j C c r. t o i ic c r • f, . III.! :L!.!.MLJl!M i foe Cor r-t-rcioi; Financing , Other Zci ;< _ Ac-irtist.raiive Service Charge.; charge; . ..1^.1 _.Set Jfort:-. C ; ib29-01-jl " jJT'VU JaSff.ZliiJ,. .: I—Jr/3 tj.il-TJ'.~ | —T- ; t 'if I irilziliiir \r.~.'*r.i r .3{.?"titni 1—h i• J.,.: j—.j'fV/3//jrv...»! .4 ! J i; •} . —Mt^.tiAit ' I '-J-1 i. ,I F t.__Kort h. A-nari 11©^ ^ 1 -; 'Niil ! i ' i ; i!>il I ;i |:.i!l ';: i: I; i7 •i : iii. I to JUN GENERAL LEDGER ACCRUAL .ACCOUNT; CODE ACCOUNT TITLE ACCRUED EMPLOYEES ACTIVITY_ FUNO 36385 36385 _36385 36385 36385 36385 36385 36385 R E S E R V E FOR 106,654.74— 22,338.23308.50111.462.00 40,326.3548,488.92 BAL 101 106 204 501 901 FWD 03 01 01 07 MO TOTAL _ 58,165.82- GL TOTAL YEAR T O DATE J.V. AMOUNT CURRENT MONTH AMUUNT 58,165.8242,811.0587.502,144.00 17,214.13- 138,656.12535.00127,157.50 99,100.885,000.00- 57,968.68-" 116,134.50—_ 1 1 6 , 1 3 4 . 50*- CONTINGENCIES A C C R U E D SELF INSURANCE R E S E R V E FOR DEVELOPMENT 19 74 - F I N A L _PRIOR MONTH REFERENCE AMOUNT J . V . LIST _36386 36386 36386 36386_ 3,884,358.50- BAL FWD 2,515.00 116 01 422 11 2,515.00 MO T O T A L 36386 3,881,843.50- GL TOTAL 3,881,843.5047,50 ^s.ooflrmh 16,355.00 975? 0 0 0 . 0 0 878,147.50 891,355.00 3,003,696.00- EXPENSE 36387 _36387 36387 36387 36387 36387 2 0 3 , 0 4 9 . 1 5 - BAL FWD 101 3 , 5 1 1 . 6 6 - 119 03 204 * 530 3 , 5 1 1 . 6 6 - MU T O T A L 206,560.81- 36387 206,560*81— GL TOTAL 364,845.81- _36388 36388 36388 36388 36388 36388 36388 36388 2 4 , 6 4 9 , 8 7 0 . 4 7 - BAL FWD 444,352.00-523 10 27,210.60- 530 359,014.43 540 11 15,000.00 569 07 575 02 _ 582 97,548.17- MO TOTAL 24,747,418.64588,342.00- _36388 24,747,418.64- GL TOTAL 24,477,295.63- CO 153,285.00-" 5,000.00* 177,763.3242,286.50 308.37 158,285.001 4 0 , 168.45- PRODUCT 719,676.01 25,000.00 113.789.00 to *<l 2,493,353.0025,206.51_2,197,499.43 150,000.00' 113,789.00 4,339.12- 270.123.01 61,610.20«'IU H6LICO-TFS CV : v, ir Mi'U.U HU. KLPUKt 3202-045 ACCOUNT OTHER IIILfc GENERAL SELLING ACCOUNT CODE TITLE CUT-OFF 1974 — FINAL SALES ANO P R I O R MONTH R E F E R E N C E AMOUNT J.V. LIST * ivi CURRENT MONTH _ _ AMOUNT YEAR J.V. 70100 70100 70100 70100 70100 .00 .00 BAL FWD 148 214 01 422 11 MO T O T A L 70100 .00 GL 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 /U101 70101 643,727.34 19.16 161,911.20 14 420 513 11 513 14 530 11 MO T O T A L 70101 805,638.54 GL 70102 70102 70102 70102 1,460,659.00 70102 1,905,011.00 70103 70103 70103 100,000.00 _ _ .00 __ • ^ r - f C n n n . n n n . r^ft fSOU.Mft-OO-^ 500,000.00 1,500» 000.001,000,000.00 500,000.00- TOTAL 500,000.00 7,100.00 3,018.33 2,866.05 75,094.67 222.36 2,401.77 21,991.75 49,197.11 444,352.00 444,352.00 BAL 115 115 118 119 144 148 FWD 405 417 418 14 01 03 10 01 03 02 TO DATE AMOUNT " 1,000,000.00- 112,920.55 193.52 2,975.20 32,525.45 13,071.14 54,398.17 380,401.81 TOTAL 1,186,040.35 BAL FWD 148 523 10 MO T O T A L 1,905,011.00 GL [ 805,638.54 7.45 69.00ti,900.00 153,395.00 2,084.33 588,342.00 588,342.00 4.7 46,200.0 170,315.0 12,611.8 1,660,057.4 524,781.4 1,062.6 14,522.6 7,399.3 . * 6 0 0 5 20 2 3 6- J 150,804.70 273,136.75 474,017.07- 4,938,710.002,493,353.00 TOTAL 2,493,353.00 CUSTS FOR PROC 07-16-74 SERVICE P R O V I S I O N FOR PRODUCT DEVELOPMENT C U S T S PROVISION /DATE/ EXPENSE / HELICUPTER EXPENSE JUN LEDGER 2, 445, 357.0(i- DISALLOWEDjCPFF _ 55,000.00 BAL 148 409 FWD 155,000.00 01 495,000.00— 55,000.00 210,000.00 — , , , — " j r n * i iir nMi GLNfcrt'AL LfcDGCK ACCOUNT ACCOUNTS ACCOUNT CODE TITLE 1974 . • - FINAL P R I O R MONTH R E F E R E N C E AMUUNT J ., V . 1L I S T CURRENT i >i«« t > / MONTH AMOUNT . » Ol-lbYEAR J. V. TO DATE AMOUNT PAYABLE - _VENDORS ACCOUNTS P A Y A B L E — UNRECORDED^ LIABILITIES V V J I JUN z 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 6 ,061,057.074 , 4 3 3 . 9 7 2 , 3 4 2 , 2 0 3 . 6 1 95,637.48 6 . 7 0 7 ,356,721.8112,630.227 ,318,400.43 293,755.24 257,636.28 743,252.29 875,279.10 50,460.2260,385.40 12,7t>0.11134,870.42- 33101 6 , 1 9 5 , 9 2 7 . 4 9 - 33102 33102 33102 33102 33102 33102 33102 33102 10,327,333.66- 33102 33102 33102 33102 33102 33102 33102 33102 33102 8 ,498,325.20 8 ,749,729.37 155,644.06 173,660.55 901,219.09 434,071.23 186,097.60 - 569,715.92 176,982.00295,691.00 304,600.12 VP , 0 2 2 , 7 3 3 . 5 4 - BAL 101 102 102 123 138 201 204 205 206 FWD 03 03 11 07 6, 1 9 5 , 9 2 7 .4 9 . 64. 38 . 13. 40 45,937 25,927,327 28,285,164 135,677 01 01 01 01 01 01 01 01 01 02 208 210 216 217 225 MU T O T A L 8,621,694. 103 , 5 6 2 . 00 7 , 3 5 6 , 7 2 1 . 81 3 4 9 , 9 2 9 . 21 171, 148.77 6 6 0 , 4 5 2 . 00 9 8 7 , 4 9 2 . 51 43,763. 775 0 , 4 6 0 . 22 10,04U. 721 , 3 6 3 , 6 2 9 . 06- GL TOTAL 7,559,556. 55- 207 BAL 149 202 203 212 213 214 215 218 219 413 414 633 705 FWD 8,608,028. 678 , 4 9 8 , 3 2 5 . 20 566,642. 3506 (fl,34o,668. 02 01 14 308,946. 371 8 6 , 0 9 7 . 60 262,219. 00176,982. 00 10 901 MO T O T A L GL TOTAL 869,347. 16. 38,545,780. 57,061. 32, 638,724. 1. 9 3 2 , 8 8 4 . 1, 1 2 1 , 6 0 6 . 3, 221,632. 4,204,266. 360,811. 336,380. 11,540. 7)9 •00 1979 40323504 58" 36 J4 33 3062 18- 4, 606,916. 76- f 10,022,733. 54- 06 01 02 01 01 01 .01 161,854. 08- 9t 7 9 4 , 6 9 5 . _ 50, 51, 1, 1, 4, 4, 1, 2, 1, It 75,000. 00544,625. 266 2 7 , 1 5 1 . 15 525,751. 832 1 7 , 9 9 2 . 79 339,195. 892 9 9 , 2 8 9 . 45 998,494. 271 2 9 , 3 4 1 . 15 834,439. 009 1 7 , 2 3 7 . 83 36,248. 00 30,555. 625 , 0 0 0 . 00 1,174,236. 8211,196,970. 36- 884,198. 50 TJTTC /.ct'vn c i c i CTHc'< - y PKI )t, KJHTH r.hFci.f :;Cl: AMOUNT J.V. LIST C U P W J T MOMTH AMIJUNT I. ING uXPt Jj-: / V 70100 70100 70100 70100 73100 70100 70100 70100 .00 BAL FWO 148 204 01 1,000,000.30 214 ^ 215 01 < 1 5 0 0 , 0 0 0 . 0 0 ^ 422 500,000.00 MO T O T A L 500,000.00 GL 805.638.54 61.558,900.00 153,395.00 2,034.33 BAL 115 118 119 144 148 405 417 TOTAL 5DO,GCO.OO 1,500,CO"!.00- 1,000,O K .: 1,000,000.00- 5v^0, 000.00- 500,000.00 1',000,300.00- H E L I C O P T E R SALES A M ) SERVICE EXPENSE 70101 70101 70101 70101 70101 P R O V I S I O N FUR PR•OUCT OEVELGPML: *T C O S T S PROVISION COSTS FOR 0 1 SALLOWED 73101 70101 70101 7Q101 70101 70101 70101 70101 45,596.59 54,398.17 380,401.81 70101 1,186,040.35 GL 1,905,011.00 BAL 148 70102 112.920.55 193.52 2,975.20 70102 70102 70102 588,342.00 588,342.00 70102 2,493,353.00 FWD 07 06 06 06 12 11 418 12 420 513 12 530 11 MO T O T A L .64,216.71 255.05 2,275.43 23,730.02 20,928.31 116,730.06 TOTAL 1,302,820.41 FWO 2,493,353.00 523 12 MO T O T A L GL 1,136,040.35 32.74 3,800.00 2,783.00 1,761.^0 TOTAL 271,042.00 271,042.00 2,764,395.00 37.50" 50,000.00 173,095.00 14,373.65" 1,660,057.42588,993.11 1,317.67 16,793.06 7,399.367 171,534.72' 294,065.06 357,237.01- 4,938,710.CC2,764,395.00" 2,174,315.00* CPFF 70103 155,000.00 70103 70103 BAL FWD 165,000.00- 148 55,000.00 409 495,000.0007 55,000.00 265,030.00 1 g qJ JUL ACCOUNTS ACCOUNT TITLt PAYABLE - ACCOUNT CODE VENDORS 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 33101 ACCOUNTS P A Y A B L E LIABILITIhS - 1*74 - H.mAL P R I O R MONTH REFER &NCE AMOUNT J.V. LIST 6 ,195,927.4945,937.642 ,357,836.75135,877.40 8,621,694.103,562.00 7 ,356,721.01 349,929.21 171,148.77 660,452.00 987,492.51 BAL 101 102 102 123 138 FWO 06 Oo 201 204 01 01 01 205 206 207 203 210 210 216 11 10 02 CUR RLNT MONTH AMOUNT 7, 559,556.555,612.0824, 650,237.30 26, 204, 804.17— 143,618.95 6, 679,452.2310.00- a, 6 2 1 , 6 9 4 . 1 0 2 2 l , 0 9 18,6:5 59 05,675.45 65,452.46 04,935.59 T"> AMU O i l * 167,466.1611,349,262.061,012,966.74 lo.4045,225,232.5557,071.35- 41, 2 ^ 0 , 4 I S . 1 ' 2, 1 5 1 , 5 3 7 . 1 7 1,327,281.3! 4,287,084.80 4, 9, 3, 3, 5, ' 3, 694, 950.16 371.69763.77 454.78 601.66 412.16 193.80 5,804,152.03 400,182.993 30,14^.39 1,363,629.06- 217 225 225 225 MO 02 02 01 02 01 01 01 03 07 TOTAL 33101 7 ,559,556.55- GL TOTAL 3, 865,357.75- 912,717.96^ 33102 33102 10 , 0 2 2 , 7 3 3 . 5 4 - 33102 33102 33102 33102 33102 33102 33102 33102 8,608,028.678,498,325.20 566,642.35- 43,763.7750,460.22 10,040.72- 69 3 4 2 4 JNRECORDEO L/ YrA', J.V. 33102 33102 33102 33102 33102 155,644.06 1,346,668.38901,219.09 308,946.37- BAL 149 202 203 212 212 213 214 215 218 218 218 219 FWO 07 01 07 12 02 03 01 01 07 186,097.60 262,219.00- 413 11 02 12 176,982.00 414 07 11, 1 9 6 , 9 7 0 . 3 6 12, 0 7 2 , 5 2 7 . 9 4 8 , 608,023.67 339,249.003,445.59566,642.35 <1-3 4 6 , 6 6 3 . 3 $ / " 62,928.42 .... 75,030.0062,617,153.2060,235,179.32" 1,868,446.421,784,635.14 ~ 4,947,655.825,645,957.83. - -4. 145,53'+.826 , 6 1 0 . 0 0 - 2,845,639.25- 308,946.37 2,438,287.52 ~ 323,904.00262,219.00 2 , 1 7 9 , 4 5 6 . 8 3 •> 2,156, 343.0'-- JUL ACC3JMT ACCOUNTS PAYABLE ACCOUNT CODE TITLS - CUT-OFF FINAL P R I O R MONTH R E F E R E N C E AMOUNT J.V. LIST 33102 33102 33102 33102 1,174,236.82- 33102 11,196,970,36- 33103 33103 33103 75,339.64- 633 705 12 901 MO T O T A L GL / O A T F / r>OC Jd-13-74 CURRENT MONTH AMOUNT YEAR J.V. TO D A T E ^ AMOUNT 36,248.00 30,555.6 25,000.00 .00 3,102,226.67- TOTAL 14,299,197.03- 2,218,023.17- BAL FWO 301 10 633 10 MO T O T A L 75,339.645,235.855,235.85 .CO 87,108.18-r 37,432.45'' GL 75,339.64- 49,675.73- CONSIGNOR 33103* ACCJUMTS PAYAdLE VOUCHERED ANO P A I O VENDORS 75,339.64- 33104 33104 33104 33104 .00 28,285,164.13 28,285,164.13.00 TOTAL - 331 ACCOUNT rirL. .00 33103 33104 accjjmt 1974 - CODE .00 18,831,866.55- BAL FWD 102 11 204 01 MO T O T A L GL .00 26,204^804^17 1 6 , 2 0 4 , 8 0 4 . 1 7 ^ TOTAL SUB TTL P R I UK RTUNTH ' V T H T K T N C T AMOUNT J.V. LIST ~ 162,030,367.73 162,030,367.73- .00-- K .CO 18,239,894.42- C'Ji<h t M H i-il AMO J--IT J.V. A."\.LJVII to M 0 0 ri C ACCOUNT PTH r P SPLLINC T ITL*- ACCOUNT CODE ujT-i.rr l l 74 - FINAL PR I rip MONTH REFERENCE AMOUNT J.V. LIST / l / . t i / pr.cc 01-22-7S YEAR J.V. CURRENT KL't'TH AMOUNT face 170 TP r / . T E l AhOUNT fXPtNSl HELICCPTER SALES AND SERVICE EXPrNSE 70100 70100 703 00 70100 70100 70100 70100 70100 500,000.00 70100 500,000.00 70101 70101 70101 1,927,852.87 70101 70101 1,015.47 70101 70)01 PROVISION FOR PRODUCT DEVELOPMENT COSTS .00 7,620.CO 2,£30.00 157,193.27 1C9.07 2,377.92 B A L FWD 148 204 214 215 422 582 17 MO T O T A L GL BAL 115 118 119 144 2,173,146.38 167.00 14,15£.04 2,830.00 1,849.90 17 148 16 405 417 16 418 16 420 06 513 513 17 530 17 — 540 04 582 17 582 MO •TOTAL 2,173,146.38 GL 70102 70102 70102 70102 4,243,768.00 B A L FWD 14G 52.3 09 MO T O T A L 70102 4,762,399.00 GL 500,000.00500,000.00 FWD 09 13 04 70101 5IP,*3I.OO 518,631.00 1,000,000.00 1,000,000.CO 245,293.51 23,698.99 1,500,000.00- 1,000,000.00 1,000,000.00- TOTAL 70101 70101 70101 70101 70101 70101 70101 70101 70101 70101 52,?57.7? 1 ,989.00 500,000.00 TOTAL TOTAL 80,185.77 365.62 1,803.56 4,497.72 8,707.25 50,262.64 557,000,00— 54,827.50 2,227,973.88 500,000.00- 2C1.*6 " 96,52£.04 185,815.00 21,541.92 1,660,057.421,200,760.65 2,520.74 2?,S15.?9! 7,399.36283,274.73. 537,776.94 11,951.^3- 110,000.00567,916.46 4,762,399.00 522,193.00 522,193.00 5,284,592.00 4,938,730.005,284,592*00 345,882.00 to CO REPORT NO. 3202-045 REPORT TITLE OFC GENERAL LEDGER ACCOUNT TITLE RESERVE FOR CONTINGENCIES ACCRUED SELF INSURANCE EXPENSE RESFRVE PRODUCT DEVELOPMFNT 1974 - FINAL CUT-OFF /DATE/ PPvCC 01-22-75 ACCOUNT CODE PRIOR MONTH REFERENCE AMOUNT J.V. LIST 36386 36386 363 86 36386 36386 36366 36386 36386 36386 36386 ,543,003.50- BAL FWD 2,515.00 116 04 1 8 0 , 0 0 0 . 0 0 204 02 204 04 204 10 204 13 421 575 582 04 182,515.00 MO TOTAL 1,360,488.503,147.50 90,000.00— 90,000.00 36386 1,360,48 9.50— GL TOTAL 1,894,341.00- 36387 36387 36387 36387 36387 36387 36387 393,665.81- BAL FWD 101 13,970.00 119 04 204 530 540 19 13,970.00 MO TOTAL 379,695.£1- 36387 379,695.81— GL TOTAL 351,601.87- 36388 363P8 36388 36388 36388 36388 36388 36388 36388 36388 36388 36388 36388 24 ,007,492.81- BAL FWD 513 17 51F,631.00- 523 09 461,91?.97 530 17 540 09 540 17 60,000.00 569 06 575 999,464.67 580 13 580 17 582 583 17 1 ,002,747.64 MO TOTAL 23,004,745.174,814.60 522,193.00278,973.40 It 415,000.00 It178,148.40 50,000.00 "f r t aOA,74*.17- GL TOTAL CURRENT MONTH AMOUNT 180,000.0090,000.00 <j47T000.QC^ i^thbA.bO- 3,080.0031,173.94 2P,093.94 1,552,676.89 260.45567,075.39 4,524,235.23 18,4CC,509.94- PAGE 117 YEAR TO DATE3 J.V. AMOUNT 32,710.00 90,000.00 875,000.00 1,450,000.00 447,000.004 2,000,710.00. 5,000.00195,693.3242,266.50 303.37 31,17?.94 126,924.51- 4,814.60 ,284,592.001 ,450,122.42 6 ,196,424.09 34C,000.00 113,729.00*' 2 ,551,881.11 4,339.12— 567,075.39 5 1935»175.4 V JT7I PAYMENT ''. ... •'.CL'urjT c . c II iv - t i TTTOT PKI )i. y.jrjTH <*.{ AMOUNT J . V . ;CI: LIST CU» -UMT M i ,Tit A MlJM NT Tilt. i.\:; u <.«>/.• i J HELICOPTER EXPENSE SALcS FOR 1,000,000.OC 70100 500,000.00 70101 70101 70101 70101 70101 7 3101 70101 7 0101 70101 70101 70101 70101 70101 805,633. 61. 8,90C. 153,395. 2,034. .00 BAL FWD 140 204 01 1,500,00^.00- uon.cv.; 1,000,000. 214 -=-215 01 500,00).30- <1500,000. OOp 422 500,000.00 MQ T O T A L GL lvOCO,330.30- TOTAL A M D SERVICE PKLVISiU.M EUR PftJDJCT OEVELOPMc MT. C O S T S PROVISION C3STS 70100 70100 70100 7 0 1 JO 70100 70100 70100 0 1 SALLOWED 54 5500 00 33 1 1 2 , 9 2 0 . 55 193. 52 2,975. 20 4 5 , 5 9 6 . 59 5 4 , 3 9 8 . 17 3 8 0 , 4 3 1 . 81 BAL FWD 07 115 06 118 06 119 0 6 144 148 12 4 'J 5 11 417 418 12 420 513 12 530 11 MO "TOTAL 1, 23,730.02 20,923.31 116,783.36 171,534.72' 294,065.06 1,302,820.41 357,237.01- 136,040.35 32.74 3,800.30 2,780.00 1,761.80 .64,216.71 255.35 2,275.43 7,309.367 70101 1 , 1 8 6 , 0 4 0 . 35 GL 70102 70102 70102 70102 1,905,011.00 BAL FWD 148 523 12 MO TOTAL 70102 2,493,353.00 70103 70103 70103 155,000.00 BAL FWD 165,000.30- 55,000.00 148 409 07 55,000.00 588,342.00 588,342.00 GL TOTAL TOTAL 37.50" 50,000.00 1 7 3 , 0 5 . 0 0 14,373.65' 1,660,057.425D8,99i.H 1,317.67 16,793.06 2,493,353.00 271,042.00 271,042.00 2,764,395.00 4,938,710.C02,764,395.00* 2,174,315.00*' CPFF - - - - 495,000.00265,000.00' tO 00 ^ tffPORT N»0. 3202-045 REPu*T TITLh GENERAL L E D G E * ACC3JMT CUT-OFF JUL ACCOUNT CUDS T I TLi£ 1974 - P R I O R MONTH R E F E R E N C E AMOUNT J.V. LIST 633 705 901 33102 33102 33102 33102 XOUNTS PAYABLE - 12 /OATE/ 08-13-74 CURRENT MONTH AMOUNT .00 YEAR J.V. PAS': 81 TO D A T E . AMOUNT 36,248.00 3 0 , 5 5 5 . 6 25,000.00 3,102,226.671,174,236.82- 33102 FINAL MO TOTAL 14,299,197.03- 11,196,970,36- GL 2,218,028.17- TOTAL CONSIGNOR ACC'JUNTS V'AYAdLE VcNOORS VGUCHEKEl) ANO P A I O 33103 33103 3 3103 33103 75,339.64- 33103 75,339.64- 33104 33104 33104 33104 .00 28,285,164.13 28,285,164.13.00 .00 BAL FWO 301 10 633 10 MO T O T A L 75,339.645,235.855,235.85 87,103.1837,432.45 GL 75,339.64- 49,675.73- TOTAL .00 - 33104 331 .00 18,831,866.55- BAL FWD 102 11 204 01 MO T O T A L GL TOTAL SUB TTL 162,030,367.73 162,030,367.73- .00 Vdt H E L I C O P T E R COMHWY 197 5 JOURNAL V O U C H E R ACCRUAL WORK ORDER FACTORY .5r.530B GENERAL LEDGEH CREDIT DEBIT EC 6/4/75 LEDGER ACCOUNT - I'w.t oroii — - F . L . C . - Model 204 16202 F . L . C . - Model 206 16204 F . L . C . M o d e l 204 Misc. 16206 _497 559 81 C / S - Helic. Mod. 204/205 Govt. 61106 .2 233 575 00 61111 1 499 745 97 C / S - Spares Mod. 206 Govt. _.._ C / S - Misc. Mod. 204/205 Govt." ___ C / S - - Spares Foreign Govt. _ 61135 "V. 61165 - - R 7 9 249.' 318 76 024 00 073 A jc i 486 019 To ...... 210 761 71 j x O O 61164 — — 673 666 33 - 61153 — C / S - Spares Mod. 206A Comml. M n H l . 20fi P n m m l . ! i t- .175 000 .( 61152 •1 C / S - - Helic.ytod...212 -..Comml,. r/<? - A m o s * — A — 61152 M o d . 204 Comml. C / S - Spares Mod. 204 - Comml. 550 256 67 .... 61116 — 61123 C / S - Helic. Mod. 206A .- Comml - 61112 — C / S - Helic. Mod. 206 Govt. .Intl. r/s - .... i - < y s - S n a r e s M o d . 204/205 G o v t . 2 301 444 - — - — 61172 [ .. : 175 000 0( 1 1 277 200 0C i 61186 C / S - Mod. 204/205 Sales Intl. PREPARE D I Y EXPLANATION VERIFIED BY A P P R O V E I ) 1J Y rrMFR."! WsUriT!'' 162 034 00 -v 1 1 JOURNAL VOUCIIEK A C C O U N T NAME F A C T O R Y LEDGER wSlMOftOEM EC oeair —(J^I. CMCOIT ~~ L. C/S - Mod. 206A Heli. Sales - Int 61188 C/S - Access. Mod. 206A Intl. 61192 C/S - Mod. 204/205 Spares IntL__ 61194 C/S - Mod. 2 OCA Spares Sales Jnt: 61196 C/S - Helic. Mod. 214 Iran Govt. 61201 C/S - Ilelic. Mod. A1I-1J Iran Gor'/i. ___ Other Selling Expense GCNCRAL U O G F H AM.'Nmt — r * 61202 - - • : 128 162 00, i _[. 82 .800 00 • 323 .900 .00 j. 175 loOO JOO - 26 761 00 .... 70100 C/S - Helic. Mod. 212 jjntL 51136- 1 Reserve for 'Contingencies 36386 Loss . on Bad Debts 34910 H 41..108...00. - "450 ooo 00 _1 _027 ;022 0<j inJoocT I 333 000 0C - - j - — - e 210 73(j 78 r\ PREPARE b BV i L. D. Wicker EXPLANATION Program Review for Cost of Salts_May.l975 VERIFIED BY APPROVI ioi BY John G. Rve GENERAL ACCOUNTING ..... 1 - 6 210 i730 j7j LlsJ'^j PAYMENT © Eliggs .National Bank General Account . V nq 6-2Q4 JOURNAL VOUCHER GENERAL LEDGER FACTORY LEDGER __ 11109 Accounts Receivable - Gov't 13.1Q1 Expenditures to be reimbursed under gov't cost type contrac :s 1310? .656 13 A - 49 221 31 > _110 869 71 * - Expenditures to be reimbursed 13103 1 629 093 07 Accounts Receivable . Cornnercial .. 13110 498 051 67 Tnt^rdlvisional Account, Amarillo Facility - ..* ... 14101 3 Accounts Receivable - Bell Helicopter Div. of Textro i Bell raw material and purchas a4 parts - common — _... Variance applicable to raw material and purchased parta in Account 16101 / <• r \ ( ) 431 16 to 00 01 % — 33 250 14 (fa — .117..85 r 16101 - J — Castings, Forgings, AN & Vend or P a r t s > A l l Mnd«ln 16103 EXPLANATION PREPARl b J L 4S IS H A • w VERIFIED BY APPROVED SY GENERAL ACCOUNTING (y- 12 890 68 16102 <3* 6-?fl4 Fg.2 JOURNAL VOUCHER GENERAL LEDGER FACTORY J-EDGER EC OCMT cmorr 16104 Zooxnercial Engine Inventory— 16109 Consignment Contra Account 16112 2 F.L.C. Model 47 and other W.O r ' f 16201 P,t MrtHal 9flA Majftr- M H U * p y DEBIT ACCOUNT - Variance applicable to materi il Ln Account 16103 —3.8 _9A2 JO 3 631 259 33 _ i i o 556 74 > 62 662 91 Production W.O.'s 16202 691 959 13 F.L.C. Model 206 W.O.'a 16204 5 Z25 766 67 16205 1 260 "307 88 F.L.C. Model 204 Commercial & Misc. Military. W. 0. ' s ,. 16206 - f "508 - 4 7 7 95 P.I..C. ft & D W. 0 . ® a 16207 F.L.C. B U N , 0._ 's_. 16208 Helicopter Model 47Tr Finished nt ir Parts »v« 'O y 16211 - "486 022 37 Suspense - Factory. Ledger 16220 378 372 56 AN-Vendor-Industry-Standard . farts - Spares 16303 404 639 77 - VERIFIED BY nrwrnAi AccoiiMTirin CMEMT > 888 — r to 00 141 49 29 "522 65 —'' X JOURNAL VOUCHER ' 6-3Q-75 FACTORY LEDGER ACCOUNT NAME CC OMIT ! Jw w>—6=204— GENERAL LEDGER CMDir 16801 Returnable Containers 16802 General Insurance Prepaid Rent. - Real Estate es Advance for Travel and other expenses oewT ACCOUNT - Perishable Tools -.Bell Owned CMDir 165 903 31 3 205 17 - 18101 1 20 000 00 18103 67 878 80 19101 1 .3 490 61 A 19101 2 1 000 00 93fi 46 19102 Receivable'. 26104 Machinery end Equipment 667 65 * Portable Tools 26105 1 772 90 Automobiles, trucks & Equip. 26106 23 507 05 Office & Photographic Equips. 26107 1 31 285 61 Engineering Furniture.-and Office Equip* M107 2 2 150 00 26107 3 145 321 86 •j* Engineering Test-Equip. — FREESEl61IY EXPLANATION VERIFIED BY APPROVED BY ornrnAi AccniiNTiNn "V. „ ACCOUNT NAME JOURNAL VOUCHER FACTORY LEDGER EC OEBIT GENERAL LEDGER CftEOIT OEBIT ACCOUNT - Office Furniture 16107 5 •6109 .3420 1 637 18 Accounts Payable Vendors Vouchered 13101 5 1 799 40 Accounts Payable V e n d o r s Vouchered or Paid Accrued Payrolls Western Division 13104 — % 51 237 539! 862 726 34 16301 2 Accrued Bonuses Payable Commercial Salesmen 16301 3 Accrued Supplemental Onemployment Benefits 16319 Accrued Tooling Rentals Commercial 16320 3 161 486 ,32 Accrued Tooling R e n t a l R&D Recovery and Foreign 16320 4 27 500 00 Accrued Tooling Rental R&D Recovery T-53 Engine Forei g n 16320 5 9 252 00 - PREf-AbE b i IV EXPLANATION VERIFIED BY APPROVED BY nmrnm jurniifmnn CREDIT 1 005 524 79 Suspense Equipment in constz uction Cafeteria Equipment - | 2 268 43 84 536 79 58 985 99 n •A (Hty 8 ) HJ ELUTOI ORP- .T. E™R. O Q M W W Y JOURNAL VOUCHER GENERAL LEDGER FACTORY LEDGER ACCOUNT NAME EC OEBIT CREDIT OEBIT ACCOUNT - 4 r r n t ^ n-f c p l n y AHvat^I 19 .664 08 > 36345 86 J- 36360 30 000 00 36331 3 Accrued Patent Expense sing Customers Deposits Accrued New York Sales Taxes _ - 36363 3 Accrued Florida .Sales Tax 36363 5 Accrued. Employees Activity Fund 36385 Reserve for Contingencies 36386 Accrued Self Insurance Exp.. 36387 Slindiy 2 Accrued Garnishes & Wage Assignment Deductions 36403 788 89 585 04 * 57 51 _ 151 331 14 _950 .000 .00 4 "opo 00 18 "855 58 36390 Arrrii^l s CREOIT 767 66 36331 2 ... 219 72 • Accounts PflypM° — Human1ty frund 36404 45 293 83 J* Accrued Employee Deductions.. Union Dues 36406 81 964 90 > EXPLANATION tttEPAtt61BY VERIFIE D BY APPROVIEDIBY firrirriAi. AcrniiMTiMO — ® H^T^QF^GR QOMP^NR ACCOUNT NAME JOURNAL VOUCHEE ssstigsr* cc — FI-30-71 FACTORY LEDGER DCBIT CKHNT AOCOUMT Accrued Employee Deductions. U . S . Saving'Bonds ^ 36407 310 Accrued Employee Payroll. Savings Plan 36408 Employee Personals Accident Insurance - Employee Payrol 1 Deduction 36409 5 593 445 5 75 — 712 09 284 08 »» >r» — a 0 167 10611 1 9fifl 10810 ! 850 774 in7n5 t&m i PG.6 CKCIMT — 0000c FI.704 GENERAL LEOGER DCBIT - 60 fiO . 2 1 2 ~87 Lit. JUL l. 618 - 45 s p art A - D " ----- il EXPLANATION MEPAM a! June, 1 9 7 5 / VERIFIED BY 407 ?71 E . J . Trimboli T o m Pelairney rfTcrfSntlfe 55 51 4 0 7 / > — 773 / ^ O ^ i U ^ ^ ^ y cj. - Itv » TW.I M : 1J i.; >.i 'Vw _ r >4*4.1 rl.t.«IV.< 1 > ... " " " - JUnk. . ----- I1JA... + < / Hi > i nfLti j . 1 /« >J f t b -! ! JJJ if—. ,mir i . • . s Mt - - ? "j JLy^a L ft-tr nfir { : *J . "t — iDttfnigi i mf 1 lAPOAXl « jJ _ _ _ _ i I ! I 1 1 ) < Si I I .Si ) > TPP 0PP Jab SM t {stosi < 1/7 i(f.tj " TT -t si ' I* - 4 > S.1IMfi > - .!x • j t . }*C 1 791 Itl ) II" f i Ht I I I1 "'"• "I- "TT -A 1 r '' T 4* * t-l - ll U- — i • _L | 4 4 • ( - ! ! »- !1 —}_., .v. -ir-i-n £ tu; • r —X. i * • J t r * \ 4 • : - h ( ! I - -1 i i * — - i i- H i ' ! i * uHZr'' "I 1 :'• i J 1 i . J: : i 11 - „ ! 4 L 7 "i -A S f J - ! - L -t L SI $pf I -1- • iL »!m« < i« - T 11 1'* - f . u. - -TT -1 i 1" -4- 1 J. -I j - : - • i | i! E M l J1I J ".T T ;! " i tpebH >( — | [ 1 •-I I ! Tt n* 1 9 If ! IL l t tr it 1 Ui tta : - | ;£ ii li- A - •• •rf - ji - i > l i t 900 i : j • -!? it Ii i, H • 44- •" •A >\ if W ftfi i '1 N.7 A #»« I - «? j!is<l j n t j i ii 1 3 t " H 1 r 1 /.iiW» | JO OOC 1 jji.^fln ftfV|7JtV ^ / -W/^fl )10>tl4l /iwKA j 117 t } 1. * ItlLh i i i Hit si , r; J 1« .$*« j f.f.1 i V/. f r. " r Jjj. <M 'I f > Mtij.*./ >13 I L >1 fr*L. 1» 1 • I 3 a? i'i > v! J,L. t l»3tl0l "i T ... — 1 i il i !i I | ) ' 1 .1 « i ij/»i ( ? L 1 f.f«!/.*/ | wj 4 i L IMU» — SA ) • I " j 1 s if ««*/ • j — » — - 4'JM H Other jctior.J . • ._!..! '4 jZl Acrlniazracivc Service char$«.j_i ; . :;et .Worth _cipit«l chaf5«' ..'.ii.1 :L -. -'g^ J.PCQ.TC incorc .for 1; |»er iuu ipd. • t : • •j i ... _ _ > r c M i » i « a . for. A u s t r a ^ ^ j j o:j i e B 1 I ...!;_ i . _ "at jr.care After yaXei! ' I ' Jj . :-r:or period* • i - j * ,- »« ACCRUAL Marwn « i a» CK MAY oc/rwAi. L C C G I R ACCOUNT TITLe -ACCOUNT.. CODE C U T — O F F — / D A T E A PROC- —PAGE—130 . 06-0V-75 |9?S - FINAL — P R 1 OR... M O N T H . R E F E R E M C E AMOUNT J . V . LIST CURRTNT MONTHAMOUNT _*ILAR—TO O ATEL— J . V . AMOUNT -AIMER SELLING EXPENSE 70100 70100 -70100_ 70100 •00 • 00 SAL F W D 152 530-..id MO TOTAL I.000.000.00jAiiO-.QOQ-.00 • 00«—GL—XOT. HELICOPTER SALES AND SERVICE TEXPENSE P R O V I S I O N FOR PRODUCT O E V L O P M E N T COSTS _70101_ 70101 70101 -7010170101 70101 -70101_ 70101 70101 -.70101 _ 70I0I 70101 _70101_ _J604.416.34137*000*350*00 r»a3o.oo 1*220.52 106*969.74 _0AL-FW0 115 or IIS 06 .J 19 _ 0 7 — 144 «2 152 .40S'__. 1 2 _ 513 11 530 11 £30 12— 540 IT 540 12 ...MO..TOTAL— 70101 791*406*06 GL TOTAL .97*760*1723*924*22 53*041.03 91*406.oa_ 21*00 8*350*00 -2 .830 * 0 0 _ 1*239*17 1 1 9 *606 . 4 4 — 24.456.16 1 26.4 0 _ 26.4026*40 —204*179 . 4 2 — 995*565*50 24.00 4 43*640*00 1 4 *150*00- M. 5*728*64 " 2*227*973*66516*114*76^-136*766*82, 2TA-*.9A1 . 0 6 — 1*232*368*36f 70102 _70102_ 70102 70102 1*634*866*00 745*675*00 745*675*00 523 12 MO TOTAL 664*293*00 664*253*00 70102 2*560*541.00 GL TOTAL 3*244*794*00 BAL FWO . P R O V 1 S I Q N — E Q R JD1 S A L L O W E D C P F F _ COSTS 70103 70103 7 0 1 0 3 ..... 70103 Tfttftl , cfwe^i ACCOUNT fTOf" CODE ACCOUNT TITLE 0*000^00-^- 2*560*541*00 -£-•264.SV2.00-. 3*244*794*00 2*039*796.00- 196*530.00- I _ _?ff° ±9 AMOUNT •00 .00 NOTOTM. R E P O R T NO.___ R E P O R T T I T L E .... 3202-045 G E N E R A L LEDGER !;. MAY ACCOUNT ACCOUNT TITLE ; I CODE 36365-2 ; 36365—2 ACCRUED EMPLOYEES ACTIVITY FUND 36385 36365 36385 36385 36385 36385 36385 * ' i RESERVE FOR CONTINGENCIES 36385 ^ ; ACCRUED SELF INSURANTS J .. RESERVE FOR PRODUCT DEVELOPMENT 1975 - PRIOR MONTH REFERENCE . AMOUNT J * V . LIST _»00 •00 ..CURRENT M O N T H AMOUNT M O TOTAL.... -00 _ GL TOTAL •00 72.024.17- BAL FWD 1 6 * 8 4 0 . 3 8 - 101 06 106 10 4.189.50 204 01 501 07 902 12•650*88— MO TOTAL 84*675*05- GL TOTAL PAGE _ 88 C U T - O F F VT>ATE/ P R O C 06—09—75 FINAL YEAR J.V. 84.675.05II.720.83702.501*300*00 __ 64 * 3 7 2 • S O TS *495.83160*170.88- TO OATEL. AMOUNT 95.376.53-^ 765.5076*226*50 _72.277*35—_ 67.978.00- . 160.170.8E- 36386 36386 30386 36386 1*883*521*00- BAL FWD 3*330*00 116 07 530 10 3*330*00 MO TOTAL 1*880*191.003 * 3 3 0 *0Q 117*000»00~) T13»A70*o6- c 17*480.00 1 1 7 * 0 0 0 .00-TL_ 36386 1*880*191*00- GL TOTAL 1*993*861.00- _99.520.00- EXPENSE ,36387 36387 36387 36387. 36387 36388 36JJ18 BAL FWD 119 07 204 S30 11 MO TOTAL _ 353.672*607*520.00- .353*672.60- GL T O T A L 358 .767.94- _349.309.457*905*001*500.00 2*041*85 4.363.15- 18.05B.558.61- BAL FWO 74 . 6 7 5 . 0 0 IP rO«.3?L'.4T 5 3 0 II 29*515.0011*500.00 10*848.93. 2 * 4 2 4 *66 5*095*34- 19.436.911.14664.2f.3.0030I 71 7*166.07- y. . . oo- to co Oi !. PAYMENT if.'t.l DILI- JUN GfcNCKAL LEDGLR ACCOUNT TITLE _.ACCJJWNl COOE : 1975 - FINAL P8lQJ5_RQNtb_R£F£RLNC£ AMOUNT J . V . LIST Of-11-/*, Y £ A « TO OATL J . V . AMOUNT - C U R R E N T MONTH AMOUNT UNCLAIMED. WAGES 36 365— 2" 36365-2 .ACCRUED_£MPLOVESS FUNO .00 .00 GAL F * 0 MO T O T A L .00 GL T O T A L ACTIVITX_ 36385 36365 _363 B5_ 36385 3638£» 36365 6 4 . 6 7 S . 0 5 - BAL F*0 1 1 . 7 2 0 . 8 3 - 101 03 702#.t»J&!=__i 0 6 03_ 1.300.00 204 01 6 4 . 3 7 2 . 5 0 - 501 07 ,902 7 5 . 4 9 5 . 8 3 - MO T O T A L 160.170.OAr-fiL RESERVE FOR .00 .00 TOTAL lOOi 1 7 0 . 8 6 b l , 052.00252.501 5 1 3 3 1 . 14 141 7 7 5 . 5 0 - 146.428.531.018.00227.557.o4 214.0S2.8567.978.00{f| 41.748.86_2fl-LaSLA9..74— 201.919.74- • i.lWUOO / 950.000.0<T> 21.640.00 950.000.00 117.000.00- CONTINGENCIES 36386 36386 i.aeo.191.00- BAL f w a 116 06 204 01 36386 117*00Q« Ofi1 1 3 . 6 7 0 . 0 0 - MO T O T A L 954.160.00 . OOr ACCRUED SELF •OOy INSURANCE EXPENSE 36387 36387 36387 36387 119 06 204 01 2SLA Dfi_ 530 11 2.424.66 5 . 0 9 5 . 3 4 - MO T O T A L 7.520.00- 359.767.94RESERVE FOR PRODUCT DEVELOPMENT 36388 36388 36 JSfl 19.436.911.14o64.253.002 9 2 • *JQ7 . A S GL TOTAL BAL FWO 523 11 530 II B. 7 6 7 . 9 4 2,175.004.000.00 __9.664.23 406.38 11.897.61 * 31.690.0025. 164.23 11.267.31 346.870.3319.766.256.891.0S7.637.00— J31t>*768*0£ 4.731.54 4.302.431.002.103.835.07 BELL HEllCX't i i .' HCPORT N O . J202-04S ptPOHt r n u . GENERAL LEDGER ACCOUNT TITLE ACCOUNTS PAYABLE - JUN _&CCQJJN COUE 1975 - FINAL 0 7 - U - F S _JPHI O R - J ^ Q M T H R E F E R £ N C £ AMOUNT J.V* LIST ..CURRENT M O N T H AMOUNT 002 KG T O T A L 2.024•279*39 33102 2 .267,956.39- 33102 Afltl47tO.3P.fr9- OL.JUXAL- YEAR TO DATE J . V . AMOUNT 67.978.OOg, -14>«122. 7 5 1 . 3 0 - 423.339.02- 75.974.56185.909.8318o.S44.7S 634.92 320.207.42320.207.42' CONSIONOM BAL 331 03 33103 75 . 9 7 4 . S 6 ACCOUNTS PAYABLE - VENDORS VOUCHERED AND P A I D / 33104 1 04 33104 33104 3J104 FWD i l l • 6 5 0 * 4 1 - 301 06 i l l •015*49 633 06 634 . 9 _M 0 _XQTA I .00 43.S3Q . 4 7 4 . 45•530*474.62— .00 .CO 31 . 2 7 6 . 4 2 3 . 1 1 - CL TOTAL BAL FwD 204 01 MO T O T A L GL T O T A L SUB TTL 75.339.64.00 »it37>S3 9 . 4 S " S I . 2 3 T . 5 3 9 . 4b 2S9.d7S.680.68 259,875.660.66to CO .00 J3Jut395.2fi9.91- 8 F O U R T H S U B M I S S I O N OF FROM TEXTRON PROVIDENCE M A R C H 2 , 1978 f ^ v ' h v ^ P t w \ i l W i I,R H O D E WASHINGTON 1666 DOCUMENTS K S T R E E T , N. W. ISLAND OFFICE W A S H I N G T O N , D. C . 2 0 0 0 6 March 2, 1978 HAND DELIVERY The Honorable William Proxmire C h a i r m a n , B a n k i n g , Housing and Urban Affairs Committee United States Senate Washington, D. C. 20510 The Honorable Edward W. Brooke Ranking Minority Member B a n k i n g , H o u s i n g and Urban Affairs Committee United States Senate Washington, D. C. 20510 Dear Chairman Proxmire and Senator Brooke: R e c e n t l y r e p r e s e n t a t i v e s of B e l l H e l i c o p t e r T e x t r o n r e q u e s t e d of an I r a n i a n l a w y e r i n f o r m a t i o n f r o m the p u b l i c r e c o r d s of I r a n r e l a t i v e t o t h e a l l e d g e d o w n e r s h i p i n t e r e s t o f G e n e r a l K h a t e m i in t h e A i r T a x i C o m p a n y . The. I r a n i a n l a w y e r f i r s t r e p o r t e d v e r b a l l y to B e l l H e l i c o p t e r T e x t r o n t h a t t h e r e w e r e n o r e f e r e n c e s to G e n e r a l K h a t e m i h a v i n g o w n e d a n i n t e r e s t in A i r T a x i . S u b s e q u e n t l y , t h e S t a f f report to the Senate Banking Committee stated that U . S . Embassy sources had been verbally advised that General K h a t e m i w a s C h a i r m a n of A i r T a x i b e t w e e n 1957 and 1 9 6 5 . That information, seemingly at variance with the initial r e p o r t f r o m t h e I r a n i a n l a w y e r , c a u s e d B e l l to r e - i n q u i r e of t h a t l a w y e r a b o u t G e n e r a l K h a t e m i ' s r e l a t i o n s h i p of r e c o r d to A i r T a x i . T u e s d a y , F e b r u a r y 2 8 , 1 9 7 8 , a f t e r t h e c o n c l u s i o n of t h e h e a r i n g s and u p o n r e t u r n to T e x t r o n ' s W a s h i n g t o n o f f i c e , I was advised that Bell's Iranian lawyer had that day del i v e r e d d o c u m e n t s t o a B e l l r e p r e s e n t a t i v e in Iran w h i c h m i g h t have a bearing on this issue. W e directed that the d o c u m e n t s b e b r o u g h t to W a s h i n g t o n f o r t h w i t h a n d t h e y a r r i v e d in T e x t r o n ' s o f f i c e W e d n e s d a y a f t e r n o o n a t a p p r o x imately 4:30 P . M . (299) 300 A c o m p l e t e s e t of t h e d o c u m e n t s , w h i c h a r e of t w o t y p e s , is e n c l o s e d . W h i l e t h e d o c u m e n t s w e r e r e c e i v e d from the Iranian lawyer used by B e l l , they were not a c c o m p a n i e d b y a c o v e r i n g or t r a n s m i t t a l l e t t e r f r o m t h e l a w y e r . T h e i r a u t h o r s h i p and t h e o r i g i n a l p u r p o s e for w h i c h t h e y w e r e p r e p a r e d a r e u n k n o w n t o u s a n d w e d o n o t k n o w o f t h e i r a c c u r a c y or c o m p l e t e n e s s . T h e y d o n o t , h o w e v e r , a p p e a r to a d d or d e t r a c t f r o m the r e c o r d of t h e h e a r i n g s . T h e f i r s t s e t of d o c u m e n t s is a s e r i e s of r e p o r t s providing information about Air T a x i , its corporate p u r p o s e s , its c a p i t a l i z a t i o n , its s h a r e h o l d e r s a n d / o r m a n a g e m e n t , its o p e r a t i o n s , capabilities , etc. These r e p o r t s p u r p o r t to c o v e r a n u m b e r of y e a r s d u r i n g the p e r i o d f r o m 1 9 5 8 t o 1 9 7 8 , a l t h o u g h n o t e v e r y y e a r is c o v e r e d . In a d d i t i o n , s o m e o f t h e s e r e p o r t s a p p e a r t o b e d r a f t s or m a r k - u p s of e a r l i e r r e p o r t s . T h e p a g e s of t h e s e r e p o r t s a r r i v e d s e r i a l l y n u m b e r e d f r o m 1 to 4 1 . T h e r e p o r t of 5 / 1 2 / 7 2 (pages 9 - 12) i n d i c a t e s M e s s r s . Z a n g a n e h , C h a f i k and E s h o o a r e s h a r e h o l d e r s ; t h i s a p p e a r s in o t h e r of t h e r e p o r t s t o o . On p a g e s 2 5 , 28 a n d 3 1 , a l l of w h i c h a p p e a r t o be f r o m a 1965 r e p o r t a n d / o r d r a f t 1965 r e p o r t c o n c e r n i n g A i r T a x i , t h e r e is a r e f e r e n c e to t h e b e l i e f t h a t " t h e c o m p a n y is s u p p o r t e d m o r a l l y b y important or influential higher sources." On p a g e s 37 a n d 3 9 , w h i c h w o u l d a p p e a r to b e r e p o r t s f r o m the 1 9 6 2 1 9 6 3 p e r i o d , t h e r e is r e f e r e n c e to a S a r l a s h k a r K h a t e m i p r o v i d i n g s o m e t e c h n i c a l s u p p o r t t o A i r T a x i a n d "who h a s ^ p o s s i b l y a n i n d i r e c t i n t e r e s t in t h i s c o n c e r n . " On p a g e 40 t h e r e is "a r e f e r e n c e to M r . M o h a m e d A m i r K h a t e m i as C h a i r m a n of A i r T a x i . T h i s T a s t TTSp'GTt is' luaxked 1958 and w o u l d a p p e a r t o be of t h a t v i n t a g e in v i e w of t h e p a g e 40 r e f e r e n c e to M r . Z a n g a n e h a s 2 9 y e a r s o l d and t h e p a g e 4 1 r e f e r e n c e to M r . E s h o o (Issue) as 31 y e a r s o l d (their r e s p e c t i v e b i r t h d a t e s b e i n g r e f e r r e d to a s 1930 a n d 1 9 2 8 in a n u m b e r of t h e s e r e p o r t s ) . T h e s e c o n d set of d o c u m e n t s is in t h e F a r s i l a n g u a g e . These pages were received numbered sequentially 1 to 24. O n t h e m h a s b e e n t y p e d some n o t i c e , d a t e and r e g i s t r a t i o n i n f o r m a t i o n in E n g l i s h ; t h e r e a r e a p p a r e n t r e f e r e n c e s to o r d i n a r y a n d e x t r a o r d i n a r y s h a r e h o l d e r m e e t i n g s a n d t o b o a r d m e e t i n g s ; and e a c h h a s a c r y p t i c E n g l i s h l a n g u a g e handwritten notation such as "incorporation A . T . 18 A p r i l 1 9 5 8 " ; " E x t . g e n e r a l m e e t i n g S e p t e m b e r 1 2 , 1 9 5 9 w h e r e b y notice given to all shareholders bearer shares and change to reg shares"; "Ext. general meeting increase c a p i t a l f r o m 10 M . R to 2'0 M . R " ; e t c . 301 The documents have come into our possession at this l a s t m i n u t e a n d t h e y a r e b e i n g m a d e a v a i l a b l e to m e m b e r s of t h e C o m m i t t e e as p r o m p t l y as p o s s i b l e . Very truly yours, Vice President and General TDS/lc 25-067 O - 78 - 20 Counsel 302 fOtice n ° 1 0 3 9 . ^pt&tiae d r t o ; 3/5/7337 A p r . 23/1958 R e 9 ; n ° 6047 date ; 30/l/i337 (Apr. 19/1958) <f (i-t fli. <.;. a.** ^i* i ,C> iU.e fc >f f- y c, • ; 1 • 1V .jUi, ur:"-> a**'*" -»:*'• i Of a : ^ . zfjZjl* <Mj~ , '.j** • ^.-l.J. • JAVV] 303 n° date 14261 : 7/9/1338 (Nov. 29, 1959) O r d . G e n . M . held E x t r a . 28/4/1338 (july 2 0 , 1959) i cU! j b j ^ j jb ^irjiijcjjjU V* f \J S i - O rA-y-rV 6:— JS'1 A o*.* L. 6AM.J*' ^V-t^Ull . rv-R-r tfUTcJl 0 3 a ^ i U»T rA-t-rA i.-: J^ \ 1 cWiT^oi^M^ ' p-'oW ^ 1 304 . n/9/1038 ( N o v . 2 9 , 195S) E x t . G e n . M e e t . 20/6/1338 (sept. 12, 1959) c - ' X . , ^ <t' >f jjTta- * - v - j y ^ T j t i ijyyQrAjijy • sSy.U, >-oU| .Uioa.j JiV b (JS\;j\ / CM6 : A ^v,. v. \ J 305 : 2/5/1339 ( J u l y 25, 1960) .M. : 2/2/1339 ( A p r i l 22, 1S ( b e a r e r to registered) ^ UJIj to^CZ-'CS'jZjt b J b j Ojj-Af y ojUJti cwi o'Mj^o-Vs-^.^ VVC/S* ^ Wji^Yjl* • i o / J-JUtpfel; fl*-*. ci" V 306 date : 27/6/1339 ( S e p t . 18, 1960) l e t t e r dated 30/4/1339 (July 2 0 , 1960) j1 M Jo jjujj* Oj^o ViY o j ^ ^ i • C—>1 o J U ^ Jly fjis oV-'— 307 10304 date : 2 5 / 9 / 1 3 4 1 ( D e c . 1 6 , 1932) l e t t e r dated 18/6/1341 ( S e p t . 9 , 1962) • / vSlfc-oTji 3 fC.^-M c-1 ci JTI J cf^ . ^ / " ^ J t ,, a U Vr. ... C^A^i ' JlyOjJL.^ i-L. X.* ol.U:J ^C, ^ ^ U ^ s T V * .j; | rT •• \ o ^ ^ %. c> $ vv 308 25/9/1341 Dec . Letter : 16/1962 . 24/8/1341 ( N o v . 16/1962 ) P.V, 18/7/1341 (Oct. 1 0 , 1962 o IO AOi c-i.^rb-^f j u ^ f j A V V l Y ojUai lA C—ji-j W \? W > > a^J^u^c.: - JU cuJ V jl a u , * c'jj-L ^C-i M ^ - ^ O U T 6>y) ^ y^ I • A. ->- % , v\ V <5- .. • o U Vi- ' ^•djTJljcS'j. J -<- % 309 / <" date 6 - 8 OOiJ 30/7. : 30/7/1342 O c t . 2 2 , 1963 Meeting date : 26/4/1342 ( J u l y 18, 1963) e j i c ^ ^HSJ ^Urfjjfc c T .% jo V£Yo i I \ -W/ Y raa ^ o U ^jTl-jt c O i^ijYA .jLAo^Ui-l j a j j ^ f ^ . l c — ^ l i T 3 Oj^ c V * f^X-S-W/xYto o^fc c - O ju, -31 JU, 310 notice Date : 16/0/1342 (N:>v. 7 , 1963) Orel. G e n . M held E x t r a . O c t . 19, 1963 Change of s u b j e c t 27/7/1342 fXjYjTV.NW'/YoAY.jU-l uV'^cA ^ U oLUc , \ .au _ t , ^.Kc Jt JV \ o \ ^ > V; # Xf\Y\J ... y 311 N o t i c e n° 6-4981 date : 3/4/1343 ( J u n e 2i5, 1964) Letter date : 30/10/1349 ( J a n . 2 0 , 1.964) J AJIS'jU J • J V O^JL- V 312 Notice n° 6-16501 Date : 1 5 / 1 2 / 1 3 4 4 ( M a r c h 6 , 1966) Extraord. Gen. M . 29/9/1344 ( D e c . 2 0 , 1965) ( i n c r e a s e of c a p . ) \V 1/VA-J* . j L i o l i ^ J , I \ ' Jk^J-otL^l,^ w J. V ^ c X n . i ttvpAj \rir\ v i 313 Notice n° 6-16503 /Date : 15/12/1344 M a r c h 6 , 1968 Extra. Gen. Meet. (amend ts \ of A r t . of A s s .) Ord. Gen. Meet. 2 9 / 1 1 / 1 3 4 3 ( F e b . 18, 1965) 25/3/1344 ^ ou. (June 15,1935) l l " . ^ ' j s i 1 «_lr cj iy . i ^ j c \ - \v\/o"V I VVjoU 8\ V.U3J. • • ^ d J ^ ; ' . .i sL a;,*! c.^-. b ^ W trt W ,^-e n° 6 - 4832 Date : 2 5 / 3 / 1 3 4 6 (June 15, 1967) B.M. 19/9/1345 ( D e c . 10, 1966) 0 • f vyto ^jj' -j** cL* cS'tfJl^oi cJClu , OYtAT o Ot; j ^ v V^U- Oj^.*. O 'U^Jj o o IV 315 date : 2 3 / 3 / 1 3 4 9 (June 13,1970) Ord. Gen. M. 20/3/1348 •(June 10, 1969) Vi\jX-j\r AIR-TAXI*— . cS" oUUfc^l I) j\ , JUjIjb>, ,,-clSu* -Srik/ry** c y OM*^j<zS diet IjjiiJ tf'iT & J'*' l«C>- Jk J f vjL-Wl ) 1 ^rh Jjol)jl}[fA.:i..) 1 ^ j u^ -. ui \ri\ ^ .}>\ >r. jl- dj, I \ \ o- V i Vt y 316 .notice ri Dtae : 5 / 8 / 1 3 4 9 ( O c t . 2 7 , 1970) O R D . & E X T R A GEN M . 15/4/1349 ^ (April 15, 1970) \ I n c r e a s e of c a p . ^loujtjft cSjt> ^ j > iv o jUwi o-ti l^i^O a , ,-ru oUlj/»j ./sVJ! o^.u;,^ * c ^ - l ^ j f L r flil. C'i' VJ js-t$l_,. J J ^-orjj'i ^o/Juy^y.^U J l L , ^'tiUT T ^ A"\YV V 317 ^ e n° 6-430 Date : 1 9 / 1 / 1 3 5 2 (April 0, 1973) fc. Changes Extra G e n . M . -Sj 24/12/135 1 M a r c h 15, 1973 ' V '4- ATJ1JM MJi? ! %rt I;I rjr i r^Jjt ^JcX^^y-, oJ -o^^r^jv.i 1 U • ^ u H ' ^ V " f -» W j i V : ou V.J, tfJi-U ol^A-l -r ij o^uT-r a^/jls ^^.Uj ^ ^ ^ J U P OA. iS^j-kl ^ J C—f tftiT-J ^ . i / y W I v. ! M J ^ tftfj ^ , ' J oU^y Ot^i JL..C oJ^ a i j t rjx S o—. 0-^*3 ^ij'J tS'A3 V-x* b oT^ij^l JS'^j^J -hi J-Ujjju U J ^ A 25-067 O - 78 - 2 1 - i ; Ol^'-J UiLli. o'jjj F T F L V / - % A. • 318 Date : 20/5/1352 Aug. 11/1973 Gen. Meet. 16/4/1352 (July 7, 1973) J^t^w cSP) y-jrioj ylLcjty* V * J | rd t J*— •H' 7> olj-W ^ifl .I iwl J—' trjj^ c—JUSTj o x , tjl^ f / i ^ i s\j1 x -V-j 1 trjj^ J — O A .tftyyrijy i^ur jit Us j> cS"jl tjli/f o-XJUjl^Tj viAar i «3 nit/» y 319 ' 3/4/2353 A n . Gen. M . (June 24/1974 % Vsr V \ 31/2/1353 ( M a y 2 1 , 1974) -X -a X. brjlj r (uf . 4 ^ -urMAjv^f y-ruji ^'i^f^j c.^- y/r 1 vfj * CfT-. irarjrjri AjljXy . , jJT J**} j^j-. o^*ri jj >.3 olj^iT w o—1 - x Js-J i^jy-aS ^ cJ"ri I rar 1 JVo^ cr-jJ * u'V t/T-^ cS^ 3 J-' o-jjV kVw jl p^V — i S ' ^ r »li«-..l .yJL.J^U* «=*»-tf'jl*S*r* xJT^ c—j^.^ Jl oTyi J-Uy.x, j^xxfji. jSJijf UM .y.u oV- ^—Vij 3 J^' u^o-V.j-J v'1 ' i' J-hr: vi-*-—^ JJ^i oJjV*' ^^•jjcS'^ 3» jjT-V" iij?J.» J JL-I U T •U.lj* jJ Afciy. yip .Li.! Ij oT^A jfcotjjljlj oly j cL j iSL. 3 cM-- J Ck^jAh* j' 3 ( J V--^ ) ^f"* tr- j IVdAAl l3 cJ j r 5L r i- o o. 320 date : 9 / 5 / 1 3 5 4 (July 3 1 / 1 9 7 5 ) An. Meet. % <L. - \ V 6 / 4 / 1 3 5 4 (May 2 7 , 1975) \ •A QpJ ' JjMj* (^U^l^) 1 . i v IjUJ^ 1 5 u n M r 'J C-J ifsU ^y* 4<;<jn '-h^iy- jA jj o L ^ i ( y-U. ) ^-TUjt J V ^ J ««-.Ujlj» -I ' 4Ji3/sWl J jJ-i As-rJ ,r A < JL- uV) Jl-o oX. litrf 0-.—^ys-l J j-ijl iSUtj J-l y-jj^ ^SJ isUTj ,j,x. o^A JL..C OX. tffljJ JxJl^U ^jjlj JS JLO-^ 1 <-V3jJ -r x'xi 1 O—V i j iU-l Jixi OLJTFTJU G^JL^OJJ f y - ^ -J X I WJ y x O U ^-J, c-Jf •C-C.j O ^ J 'jjX. c ^ V V--JU Jl—Jj ox. t^lj, Jfj.i0UUy.JU I^LI-L TJ iSXi, . J-.-U . ji.! iCjV . cJOL. li'S'jJ, ^J A: M£r*» J IS";1JL. C-r—J^ t.?^- b ^ V < <3. % 321 date : .M. 28/8/1354 ( N o v . 19, 1975) 6 / 6 / 1 3 5 4 ( A u g . 2 8 , 1975) A u t h r . signat. cjx-V. t> JJAJI-A .J . >. • T~I i - - ^ ^ r AI rA *J1*— | cXyt jj jU* t'-'-h . •X. £ v ' J ^ ^ c* ^ t y J ^ M y-.l^^f"rt .J>X> cA* a <; m cjy $$ • Cj* ^U c X j t jjTo^r Jjlx. J i U - l ^-TUjl . ^ij ^ m tSUitl ) ts^ ^ UtfAi-j j-Li ^ o-OU j AVddrr—«5 1 J u-y^tiui L -li.i\ >J ,-i oJ jAy-y ' \ / iriiA—V j 322 date : 13/3/2535 (June 3 , 1976) s , Board M . 8 / 3 / 2 5 3 5 (May 2 9 , 1978) "^x- ) JL. T i ^U ' ' f' "j * " ' UAJr£ o f > ;> J v U z i l 1 • £v oT^i cJ! i f f t y j U - i l ^ tirijt^A CLJiP 3~.lT" ^liT j .aj.; . u X l j S"x, J L . U j l J^Uji Jj JVciA CJj^t. e>JU Vi cS' J. J r J-UjjJU iStjC" j.. j oljUil j OiJLi J ALTIAA O Jb ju. j CJ J O - U $61• V 323 „- a - date : 23114 8/6/2535 ( A u g . 3 0 , 1976) Ord. A n . Gen. M . 7/4/2535 (June 2 8 , 1 9 7 6 ; X arwuA - u r n I £ v**-4 ^jLj-. CS"yi AiUU T. i v TW- •oUjj jo—< y^T C-I 1 v —J ^tftiT.r Jjlji^U ^-.jjij FT" yJUsjl^ J»i J:1, H/tyfi^A r.Araj*Jv ran JU J»tSuT, ^ j' i-JVIA^Ujjj - _r jiJUi/jUcil JU£» o ue-r cS~,-i-O to,- ijW A-tVl-lj Vi-iTT jyi .w A11 - V V 6 - 26732 date : 7/7/2535 ( S e p t . 9 , 1976) O r d . G e n . M e e t , held E x t r a o r d . on 2.3/6/2535 S e p t . 14, 1976 , rftrajvjv i " I f 1 njrivrry^— 1 n • tv'j -^ ^ ^ (o" ^ r artjijrr P) f'ty / ) vr-TUjl Jo TCjj-AS c — } Jy^lj O-'.i*oTp.oU'l^a ^Xa Oi< *Jtj^^S't5jU J cfij Ui5lj ^S cS"^ v.JC—Uj v • irvi-.-d 325 n° 6-12053 date : A n . Gen. M . of 1 8 / 4 / 2 5 3 6 ( J"uly 9 , 1977) 3 0 / 3 / 2 5 3 6 ( J u n e 2 0 , 1977) <f ""V 'J"JSJIA 4 £ ijirAAr'j *- t . <v yt.-ti ..O oJ ^IUjI^A r j y AiUl— >siIs y^y**- Lj>>jj-» j A obj-V -ot-s'i^lS'otuT., ju> V.XoV jL-ja o x . fy- u" c^ e -r o-jj'i raruor. ^y.lj ^Ut+r JL. JL- olijj Jj— v'—*-J ox^ly J V y 1 J -r Jj'JjijT tyU^I j <_-ij-<u'Ai c - f j - i «* vy^-I jl.t-jVljjT c - — i Ol=—ala 3—.15*"oUllT i ^JLiti* rA ra J^fc. tfUTj JL.I .r XJLtOi^l JUJC a. c - V / r a r i ; r j r • c.->" j>;-Tt>>''v!J-* tr=*J AjAjS ^.Ut^I .jlJU C-'-fc c..—» Oklif jl ^/i ^XjJ.Jx^; aU—l ob^iyl .^151 JUn' JlLu^j ijli—ilji 326 Public Announcement No. 1039 Dete April 2 3 , 1958 registration N o . 60^7 - April 1 9 , 1956 Public Notice about the eruption of Taxi C o m p a n y , Inc. flir For the purpose of conducting trmsj-ort ^ r v t c ^ s of t.h* individuals and goods and pertinent operations, types of activities that pre carried out by well as all other airplanes for U3ing profit-making purposes such as purchase and s ? l e , lease or rentals of aircrafts and other means of transportations relating *.to ;*ai r transport and their o p e r a t i o n , f u r t h e r m o r e , the accer>.trnce and creation of the representative office of the airlaines, as well as all types of authorized activities on «i r commerce such-®s imports and exports and utilization o f foreign car>it°ls 3 an: . investments -when necessary- a cor-u^ny a total capital of 6million rials -.rjech (200 shares - 130 untitled shares and 20 titled n'?Tie). established with of -shires 30,000 rials in company's One third of the titled shares h^vs bean fully paid in c»sh and the said shares, according to the s t a t e m e n t , are at the disposal of the said company's directors. •shares nre in the form of promissory n o t e s . The remaining The siadcompany established effective March 2 1 , 195'^ for unlimited time T period at its location on I4.86 ^erdowsi Avenue, T e h r a n , I r a n . The company w a s registered on Anril 1 9 , 195? under No. 60^.7 at the Bureau of Registration for Do-nestic P i r n s . M r . Mohsumad A:nir Khatami will be the chairman of the boari of directors and "*r. Nader Jahanbani will be the vice-chnl rrnrn of the board as 327 well as the men5sing director, and M r . Ahmed Shafigh has been selected as the permanent m e m b e r . Mr. Hos3eln Aazam Zan- ganeh is the substitute member of the board of directors pnd the treasurer of the c o m p a n y . All notes and documents and checka w i l l be signed by M r , Amir Hossein Aazam Zanganeh jointly w i t h 1 one of the other three members and will bear the c o m p a n y s M r , Frederick Ishu has been appointed the company's seal. inspector for a period of one y e a r . Chief of the 3ureau for the Registration of Do nestle F i r m s , Commercial Sign3 and Patents P-J4.89 Public Announcement Dcte: November 2 9 , 1959 Selection of two members for the board of directors and appointm e n t of the managing director «?nd Inspector, as w e l l »s the < officers of the Air T«xi Company with signature authority. The -.company has 9 6 million-rial capital (one third of which has been paid and the remaining portion is in the form of promissory not9 and it has been registered under ATO, 601+7. In accordance with the correspondence of October 1 9 , 1959 of the Air Taxi Company attached to the minutes of the meetings of the special meeting of the general session held on July 1 9 , 1959» Messrs. AmirHossein Aazam Zanganeh (substitute member) and Frederick Ishu were elected as g permanent members of the board of directors for the r^m^ning period subject of the Notice N . 1039 328 dated April 2 3 , 1953* These two individuals will serve in the absence of M r . Ahmad Shafigh. Likewise, M r . Hooshang Amini-Rad w a s elected as the company's inspector - for a One-year term. Furthermore, in accorda nee with the minute3 of the meeting of the board of directors dated July 2 0 , 1 9 5 9 , M r . Amir Hossein Aazam Zanganeh was selected as the board chairman and managing d i r e c t o r , and M r . Ahmad Shafigh will serve as the vice-chairman. Signature rights on all papers and documents and checks will be valid and standing by the signatures of two out of three members i . e . , M e s s r s . Amir Hossein Aazam Z a n g a n e h , Ahmad Shafigh and Frederick Tshu. Chief of the Bureau for the Registration of Domestic Commercial signs and Patents w irms, P-661+1 •iHHHJ-JHJ" Public Announcement W i t h reference to the public notice of Movember 29 published in :io. U313 of the Official G a z e t t e , according to the resolution of the special meeting of the general session held on September 1 2 , 1959 of the Air Taxi C o m p a n y , I n c . all stockholders are, h e r e b y , informed to call at the Company's headouarters located at N o . 5>00 Ferdovsi Avenue, Teheran within six months from the publication date of this announcement, in order to convert their untitled shares to titled shares. Board of Directors, Air Taxi C o m o a n y , Inc. P-6710 •5HHHHH5- 329 Public A n n o u n c e m e n t N o . 7 9 5 7 , J u l y 2 k , I960 Subject: C o n v e r s i o n of u n t i t l e d shares to titled shares in the A i r T a x i C o m p a n y , I n c . r e g i s t e r e d u n d e r Mo. 60)4.7 w i t h a 6 m i l l i o n - r i a l capital (one third paid and the r e m a i n i n g port i o n in p r o m i s s o r y n o t e s ) : A c c o r d i n g to the c o r r e s p o n d e n c e N o . 210/10 dated M a y 1 7 , I 9 6 0 o f the A i r T a x i C o m p a n y , I n c . attached to the m i n u t e s -of the m e e t i n g o f the b o a r d o f d i r e c t o r s held o n April 2 2 , I 9 6 0 , all u n t i t l e d s h a r e s of the said c o m p a n y have been c o n v e r t e d to titled shares. f o r the Chief of the B u r e a u for the R e g i s t r a t i o n of F i r m s , C o m m e r c i a l Signs and P a t e n t s - A l i - A k b a r Akhavan P-337U P u b l i c A n n o u n c e m e n t N o , 1 0 6 1 2 , dated S e p t e m b e r 1 8 , i 9 6 0 A n n o u n c e m e n t on the receipt of o n e - h a l f of the p r o m i s s o r y c a p i t a l at the Air T a x i C o m p a n y , I n c . registered u n d e r N o . 60^7 w i t h a 6 m i l l i o n - r i a l capital (one third p a i d and the r e m a i n i n g p o r t i o n in p r o m i s s o r y n o t e s ) : A c c o r d i n g to the c o r r e s p o n d e n c e N o . 33J4/II dated J u l y 2 0 , I 9 6 0 of the A i r Taxi C o m p a n y , I n c . attached to the c o n f i r m a t i o n note .No. 2 3 7 / 1 1 of July 2 0 , I 9 6 0 of the bo^rd of d i r e c t o r s of the said C o m p a n y , a sum of 2 m i l l i o n rials of the two thirds prom i s s o r y capital of the c o m o a n y has b e e n paid in c a s h b y the s h a r e h o l d e r s ani is at the disposal of the c o m p a n y ' s directors. C h i e f of the Bureau for the R e g i s t r a t i o n of F i r m s , Commerc i a l Signs and P a t e n t s 330 Public Announcement N o . 1 0 3 0 U , dated December 1 6 , 1962 Public Notice on the payment of the promissory capital of the Air Taxi C o m p a n y , Inc. In accordance with the correspondence N o . 57/1258 dated September 9 , 1962 of the board of directors of the Air Taxi Comp a n y , I n c . , the sum of 2 million ri*ls balance of the company's promissory capital has been paid and is at the disposal of the company's board of directors. The total sum of the company's capital has b e e n , consequently, paid in full. The m a t t e r is being published in the Official Gazzette of the country and in one of the widely circulated daily papers of Tehran in accordance with the provisions of the article 200 of the Trade Act for the information and benefit of the p u b l i c . Chief of the Bureau for the Registration of Firms and Industrial Ownership - Mehdi Naraghi P-6821 4HHHHR5- Public Notice N o . 1 0 3 0 6 , dated December 1 6 , 1962 -Announcement on the increase of the capital, and selection of the company directors and signature rights at the Air Taxi Com:.pany, Inc. registered u n d e r N o . 60ij7 According to the correspondence No. 1 U 2 6 , dated November 1 5 , .1962 attached to the minutes of the meeting dated October 1 0 , 1962 of the general session of the Air Tnxi Company's stockholders, M e s s r s . Amir Hossein Aazam Zanganeh and Ahm«d Shafigh and Frederick were reelected for a three-year term effective this date as the Company directors. Signature rights and other authorities 331 of the board of directors shall be valid as in the p a s t bytwo signatures of the'three signatures of the board m e m b e r s and the Company's seal. Actions of the board of directors during the interim period since the expiration date through this date are hereby confirmed and effective. Following the provisions of the minutes of the meeting of the general session held on October 1 0 , 1 9 6 2 , the total capital of the said company has been increased from 6 million rials to 10 million rials (60 percent paid and lj.0 percent promissory divided into one hundred shares one hundred thousand rials each share with name and t i t l e . Increased sum of the capital is at the disposal of the company's directors. The above m a t t e r is being published in the Official Gazette of the country and in one of the widely-circulated daily papers of Tehran in accordance w i t h the provisions of the article 200 of the Trade Act for the information and benefit of the p u b l i c . Chief of the Bureau for the Registration of Firms and Industrials Ownership - ^ehdi Naraghi P-6822 tHHMHttt Public Notice N o . 6 / 8 9 0 3 , dated October 2 2 , 1963 Announcement on the receipt of the promissory capital and appointment of the inspector at the Air Taxi C o m p a n y , I n c . regist e r e d under N o . 60?i| .-According to the correspondence N o . l67/2i|86,dated September 2 , 1963 attached to the minutes of the meeting of the stockholders -of the Air Taxi Company held on July 1 7 , 1 9 o 3 , M r . Taghi Khorram 332 was appointed as the company's inspector. F u r t h e r , according to the correspondence N o . 16?/2\\\\$ dated August 2 1 9 6 3 of 1 the said c o m p a n y s board of directors, sum of 2 million rials was additionally paid toward the said company's promissory capital and place! at the disposal of directors. the company's board of C o n s e q u e n t l y , a total of 8 million rials of the 10 million-rial capital have been p a i d . The above m a t t e r is being published in the Official Gazette of the country and in one of the widely-circulated daily papers of Tehran in accordance w i t h the provisions of the article 200 of the Trade Act for the information and benefit of the p u b l i c . Chief of the Bureau for the Registration of Firms and Industrial Ownership - ^ehdi Naraghi Public Notice N o . 6 / 9 ^ 7 3 , dated November 7 , 1963 Notice of changes and amendments in the Air Taxi Company registered under N . SOkl According to the correspondence No. 167/2587 dated October 1 9 , 1963 attached to the minutes of the special m e e t i n g of the general session of the stockholders of the Air Taxi C o m a p n y , following changes and amendments have been implemented at the .,said company: 1 . Article 2 of the charter of the company was provided *.f)3 follows: Article 2 - Company's operation would consist of conduc- ting air transport of individuals, cargo and postal parcels 333 b o t h within and without the c o u n t r y , as well as e n g a g i n g in any and all types of aerial activities such as aerial photography and scientific research and reconnaissance and aerial public relations and c o m m e r c i a l sctivi'ies and aerial pesticide spraying conducted by airplanes for commercial and p r o f i t - m a k i n g purposes. F u r t h e r m o r e , the company c o u l d engage in p u r c h a s i n g and s e l l i n g or l e a s i n g and renting and m o r t g a g i n g airplanes and all equipments pertinent to aircrafts as w e l l as t h e i r o p e r a t i o n and pilot training and instruction of aircraft m e c h a n i c s and f i n a l l y all types of operations relating to a i r c r a f t s , 2. The company's h e a d q u a r t e r s , w h i c h was m o v e d from Fer- dowsi Avenue (No. 1*86) to the Mehrabad Airport on M a r c h 2 1 , 1 9 6 2 , has been approved and accepted by the are stockholders, The above m a t t e r s ^ b e i n g published in the O f f i c i a l G a z e t t e 0 f the country and in one of the w i d e l y - c i r c u l a t e d daily papers of T e h r a n in accordance w i t h the provisions of the article 200 of the Trade A c t for the information and benefit of the p u b l i c . Chief of the Bureau for the R e g i s t r a t i o n of F i r m s and Industrial Ownership - ^ehdi .Naraghi Q2l|679 P-9017 Public Notice No. 6/1+981 dated June 2i|, 196)4. A n n o u n c e m e n t on the payment of the promissory c a p i t a l of the A i r Taxi C o m p a n y , I n c . A c c o r d i n g to the correspondence N o . 167-2699 dated J a n u a r y 2 0 , J.96!J. of the board of directors of the Air Taxi C o m p a n y , I n c . , sum of 2 m i l l i o n rials b a l a n c e on the company's 25-067 o - 78 - 22 promissory 334 capital has been paid and placed at the disposal of the company' s board of directors,! .e. , the total capital of the company consisting of ten million rials has been paid in f u l l . The above matter is being published in the Official Gazette of the country and in one of the videly-cireflated daily papers of Tehran in accordance w i t h the provisions of the article 200 of the Trade Act for the information and benefit of the p u b l i c . Chief of the Bureau for the Registration of Firms and Industrial Ownership - Mehdi Naraghi Q29361 P-3519 < H H H HH* Official Notice N o . 6/l6501 dated March 6 , 1966 According to the correspondence No. l?l/623i|. dated January 2 5 , 1966 attached to the minutes of the specinl m e e t i n g of the general session of the shareholders of the Air Taxi C o m p a n y , I n c . held on December 2 0 , 1 9 6 5 , the company's capital has been increased from ten million rials to 20 million rials (divided into 200 titled shares of one h u d r e d thousand ri.nls e a c h , fifty percent of -which has been paid fully and the remaining fifty p e r c e n t is in promissory f o r m . The said increase in capital has delivered -.to and placed at the disposal of the company's directors, above m a t t e r is being recorded and published. Chief of the Bureau for the Registration of Firms and Industrial Ownership Public Notice No. 6/16503 'Official Announcement: Qhklk^ P-13>|39 dated March 6 , 1966 According to the correspondence No. 17l/561j.2 335 attached to the minutes of the special meeting of the general session dated February 1 3 , 196$ and the minutes of the regular meeting of the general session d*ted June 1 5 , 1965 of the stockholders of the Air Taxi Company, Inc. , a copy of the amended charter containing $1 articles and 33 paragraphs was submitted and the same revised charter replaced the previous charter. F u r t h e r , ?4essrs. fihmad Shafigh and Amir Kossein Aazam Zanganeh and Frederick Ishu have been reelected for a four-year term as the permanent members of the board of directors effective October 1 0 , 1965. M r . Amir Hossein Zsnganeh was appointed as the manag- ing director for the said time period. All signature rights on the c h e c k s , drafts and documents and promissory notes of the company shall be valid having two signatures of the three boar*! members and bearing the company's seal. M r . Taghi Khorrsm wr;s reappointed as the company's inspector for the year 1 9 6 5 . The above matters are recorded and published. Chief of the Bureau for the Registration of Firms and Industrial Ownership OM7U9 Official Announcement 7o. 6-<<532 P-13UU dated June 1 5 , 1967 According to the correspondence No. 295-11700 dated January 9 , 1967 of the Air Taxi C o m p a n y , Inc. attached tc the minutes of the meetings of the hoard of directors doted December 1 0 , 1 9 6 6 , a sum of ten million rials balance of the promissory capitnl of -;of the company was -naid by the stockholders and placed at the .disposal of the sompsny's board cf directors. 336 The above m a t t e r has been recorded according to the regulations and published for the information and benefit of the p u b l i c . Chief of the Pureau for the Registration of Firms 8nd Industrial Ownership Q57U62 Public Announcement No. 6-5523 P-309U Dated June 1 3 , 1970 Notice of election at the Air Taxi C o m p a n y , Inc. According to the correspondence No. 259-lll|5 of September 13> 1969 attached to the minutes of the meeting of the said company's general session held on June 1 0 , 1969 and attended by the company's stockholders, M e s s r s . Amir Hossein Zanganeh and Ahmad Shafigh and Frederick Ishu were reelected as members of the board of directors for a period of two years and nine m o n t h s . M r . Amir Hossein Zanganeh was appointed as the managing director and chairman o{ the b o a r d . All checks and drafts an'? other oromis- sory notes and papers shsll be valid when si-ned by two of the 1 three board members and bearin- the c o m p a n y s se«l. M r . Taghi Khorram was reelected as th? company's inspector for the fiscal year 1969. Chief of the Bureau for the Registration of Firms and Industrial Ownership Q119U99 Public Announcement No. 6-1U799 P-33UU dated October 2 7 , 1970 Notice of increase in the capital, and election of inspector for the Air Taxi C o m p a n y , Inc. registered und?r No. 601+7 Pursuant to the resolutions by the regular and special meetings 337 of the general session held on July 6 , 1 9 7 C , the following changes and revisions were made in the above-named company: 1. The company's capital was increased from 20 m i l l i o n rials to £0 million rials (divided into $00 titled shares- of 100,000 rials e a c h , all of them fully paid). As acknowledged by the board of directors, the company's capital was placed at the disposal of the board of directors. 2. M r . Taghi K'norram was reelected and appointed as the company's inspector for the year 1 9 7 0 . Signatures of registration of the records was completed on the tventy-fifth day of October the year of nineteen hundred and seventy. Chief of the Bureau for the Registration of Firms and Industrial Ownership Qlj 10021* P-8677 Public Announcement M o . 6-l|30 dated April 8 , 1973 Notice of the changes and revisions at the -ir Taxi C o m p a n y , Inc. registered u n d e r No. 601+7 Pursuant to the resolution at the special meeting of the general session held on March 1973* the following changes and re- visions were made at the said company: 1. The company was changed to special company, I n c . and it shall be c a l l e d , hereinafter, the Special Air Taxi C o m p a n y , Inc. 2. A new charter containing 70 articles was approved to replace the previous charter. 3* v e s s r s . Ahmad S h a f i g h , &nlr Hossein Aazam Zanganeh and Frederick Ishu were reelected as members of the board of directors for 9 tvo-year term. 338 M r . Taghi Khorrsm was appointed as the chief inspector and M r . Taghi Ghorbani was appointed as the substitute inspecL tor for one-year t e n e a c h . 5. The daily newspaper ETTEJ^'AT was designated and chosen for the publication of notices and announcemends. According to the minutes of the meeting of the board of directors held on March 1 5 , 1 9 7 3 , M r . Amir Hossein Aazam Zanganeh shall be the chairman of the said board as well as the managing director, and M r . Frederick Ishu will be the vice-chairman. The latter will be also the managing director for administration and general supervision of the company's affairs. The said authorities shall be determined every so often by the board of directors. 7» All documents and promis- sory notes and papers such as checks and drafts and c o n t r a c t s , e t c . shall be valid when signed by two of the three board members (or their authorized representatives} -nd bearing the company's seal. Chief of the Bureau for the Registration of Firms and Industrial Ownership Q80l|l53 P-536 •i HHH5-5H5- Public Announcement Mo. 6-10!«30 dated August 1 1 , 1973 Notice of the changes and revisions made in the Special Air Taxi C o m p a n y , Inc. According to the minutes of the meeting of the general session of the Special air Taxi C o m p a n y , Inc. hold on July 7 , 1 9 7 3 , the following resolutions were adopted regarding the company's affairs: 1. The company's balance-sheet for 1972 was approved. 339 2, M r . Taghi Xhorram **as appointed as the company's chief inspector, and M r . Mohammad T«;:hi ^horbani was appointed as the substitute inspector, for a one-year term each. 3 , The daily newspapers STT3LA'AT wes chosen and designated for the publication of the notices and announcements of the company. Chief of the Bureau for the Re-:istration of ?irms and Industrial Ownership Q795821 P-61^8 •iHHHS-** Public Announcement Mo, 6-2U99 dated June 2\\, 197U Notice of changes In the Special Air Taxi Company, Inc. registered under N o , 60lj.7 According to the resolution adopted at the regular meeting of the general annuel session held on May 2 1 , 197U, the following, changes vie re made in the said company: sheet for 1973 w ? s approved. 2. 1. The company's balance- ''sssrs. Taghi Khorram and T ' ohammad Taghi jhorban •••ere respectively chosen as the chief inspector and .subsitute inspector for a period of one more year, 3. 1 The daily newspaper STTIL* 'T wss chosen and designpted for the publication of company's notices *nd announcements, [j.. Ac- cording to the resolution of the board of directors dated May 2 1 , 19714-* following the resignation o Zanganeh from his position n M r . Amir Hossein Aazam j the managing director, Mehdi .Haji Moniri was appointed as the company's managing director for the remaining period of the fco®rd members tenure, M r . Amir Hos- sein Aazam Zanganeh will be carrying out his duties as the chairman of the board of directors. Authorities r»nd duties of the 340 new managing director shall consist of administration and general supervision of the company's affairs. Such duties and authorities of the new managing director will be determined every so often by the board members. Signature rights on all promissory notes and documents such as c h e c k s , drafts and cont r a c t s , e t c . shall be valid by joint signature.! of two of four following persons: M e s s r s . Amir Hossein Aazam Z a n g a n e h , Ahmad Shafigh, Frederick Ishu (board members) and M r . Mehdi Haji M o n i r i , the managing director, as well as the company's s e a l . Chief of the Bureau for the Rerristration of Firms and Industrial Ownership Q175886 Public Announcement No. 6-16592 P-U297 dated July 3 1 , 1975 Notice of changes in the Special Air Taxi C o m p a n y , Inc. registered under N o . 60i|7 According to the minutes of the regular meeting of the general session held on July 7 , 1975> following resolutions were adopted regarding the said company: 1. The company's and its profits and losses for the year 1975 were 2. balance-sheet anproved. M e s s r s . A.hmad S h a f i g h , Frederick Ishu and Amir Hossein Aazam Zanganeh were reelected as the board members for * two-year term. M e s s r s . Taghi Khorram and Mohammad Taghi Ghorbani were elected respectively as the chief inspector and substitute pector for a o n e - y e a r term. 3» ins- The daily newspaper ETTSLA'AT was chosen and designated for the publication of company's announcements and n o t i c e s . According to the text of the minutes 341 of the meeting of the board of directors, M r . Amir Hossein Aazam Zanganeh was selected as the board chairman for a twoyear term; M r . Frederick Ishu was selected a3 the vice-chairman of the board for the same time p e r i o d , and M r . M e h d i Haji Monirl was selected a3 the company's managing director for a two-year term. All promissory notes and documents of the company shall be valid when signed by two of the five individuals named b e l o w , and bearing the company's seal: M e s s r s . Amir Hossein Aazam Z a n g a n e h , Frederick I s h u , Ahmad Sftafigh, Mehdi Haji Moniri and Mostefa R a b i ' i . Chief of the Buroau for the Registration of ^irms and Industrial Ownership Qi*91+391 P-7991 iHHSMM Public announcement No. 28633 dated November 1 9 , 1975 Notice of the designation of authorized (illegible word-transitr.) at the Special Air Taxi C o m p a n y , Inc., registered under N o . 60l|7 According to the minutes of the meeting of the board of directors held on August 2 3 , 1975* all promissory notes nnd documents of the Special A i r Taxi C o m p a n y , Inc. shall be valid when signed by one of the following Individuals as \*ell as by M r . Mostafa Rabi'i and bearing the company's seal: M e s s r s . Amir Hossein Aazam Z a n g a n e h , Frederick I s h u , Ahmad Shafigh (members of the b o a r d , and/or M r . M e h d i Haji Moniri (the managing director). Chief of the Bureau for the Registration of Firms and Industrial Ownership 0,875522 ^iHHHHJ P-131+98 342 Public Announcement No. 6-8l±24 dated June 3 , 1976 Notice of election of the managing director at the Special Air Taxi C o m p a n y , I n c . , registered under N o . 60i|7 According to the minutes of the meeting of the board of directors of the Special Air T a x i . Coipany, Inc. held on M a y 2 9 , 1 9 7 6 , M r . M e h d i Haji M o n i r i has resigned from his position as the m a n a g i n g director of the said c o m p a n y , and M r . Kambiz Dadsetan w a s elected as the new managing director for the remaining period of the board's t e r m . All iuties and functions and autho- rities of the new managing director shall be exactly the same as those of his p r e d e c e s s o r . Chief of the bureau for the Registration of Firms and Industrial Ownership Q36L135 Public Announcement N o . 6-23111L P-l+510 dated August 3 0 , 1976 Notice of the resolutions adopted at the regular m e e t i n g of the general snnual session of the Special Air T a x i C o m p a n y , I n c . , registered under N o . 601*7 A c c o r d i n g to the minutes of the regular meeting of the general annual session of the above-mentioned company held on June 2 8 , 1 9 7 6 , the following resolutions were adopted: 1. .The com- pany's balance-sheet and its profit and loss for the fiscal year 1 9 7 5 were approved. 2. M e s s r s . Taghi Khorram and ^ o h a m m a d T a g h i Crhorbani were elected for one year as the chief inspector and subsitute inspector, respectively. 3. The widely-circulated daily ne vsps-per ZTTZLA'AT was designated and chosen for the pub- 343 lie at ion of notices and announcements r^latin? to the company* Central Bureau for the Registration of Firms and Industrie! Ownership Q12i*6o8 P-10399 Public Announcement N o . 6-26732 dated S e p t e m b e r 2 9 , 1976 Notice of the election of board member and board chairman at the' Special sir Taxi C o m p a n y , Inc. registered under N o . 60I+7 According to the minutes of the extraordinary meeting of the 1 general s e s s i o n s regular meeting of the Special A i r Taxi Comr p a n y , Inc. held on September 11;, 1976, *r. Ali-Asghar Raf'at was elected and appointed to replace M r . AmirHossein Aazam Zanganeh as the member and chairman of the company's board of directors for the remaining period of the board's t e r m . Central Bureau for the Re sistrat ion of ^irms and Industricl Ownership Q127U00 Public Announcement N o . 6-12353 P-12737 datsd July 9 , 1977 Notice of the resolutions adopted at the regular m e e t i n g of the general annual session of t'he Special *ir Tayi C o m p a n y , I n c . , registered under No. 60U7 According to the minutes df the regular meeting of the general annual session of the above-mentioned company held on June 3 0 , 1 9 7 7 , the follcvinT resolutions were adopted: 1. Messrs. Kambiz Wadset an, Anocshirvan J«»hanbani nnd Iraj Mobashheri were elected as board members for s two-year t e r m . 2. The company's balance-sheet and its profit and loss were approved for the 344 fiscal year 1 9 7 6 . 3. M e s s r s . Taghi Khorram and Mohammad Taghi Ohorbani were elected for a one-year term as the company's chief inspector and subsitute inspector, respectively. The widely-circulated daily newspaper E T T E L M A T was chosen and designated for the publication of company's notices and announcements. F u r t h e r , according to the minutes of the meeting of June 2 0 , 1977 of the board of directors, M r . Kambiz Dadsetan was elected as the chairman of the board of directors; M r . Anooshlrvan Jahanbani was elected as the managing director and M r . Iraj M o b a s h h e r as the vice-chairman of the b o a r d , All documents and promissory notes of the corrpany shall be valid when signed by one of the following individuals and bearing the company's seal: M r . Kambiz Dadsetan or M r . Mo3taf® Rabi'i together with the signature of M r . Anoosbirvsn Jahnnbani. Director ^enerpl of the bureau for the Registration of Firms and Industrial Ownership M Qlli+3lj.3 P-7623 345 CiOXnOJiN'TIAL A I R T A X I COMPANY (Registered style: HAVAPliYMAYI A I R - T A X I N o r t h Mehrabad Cable 661967 address: Telex: Kl'.AS), and Iran 668992 AIRTAXI TEHERAN Teheran Branches SJIERKAT SAHAMI Airport, Teheran, Telephones: - 2 5 7 5 Answer Back *A T a x i Tn' or subsidiary o f f i c e s in the provincial A b a d a n and i n Gonbad K a v o o s , I r a n towns of T h i s i s a p r i v a t e j o i n t s t o c k company w h i c h was r e g i s t e r e d w i t h t h e C o m p a n i e s ' R e g i s t r a t i o n ' D e p a r t w e n t i n T e h e r a n on 1 9 t h A p r i l 1 9 5 8 f o r an u n l i m i t e d p e r i o d u n d e r number 6 0 4 7 f o r t h e f o l l o w i n g d e c l a r e d o b j e c t s : To a r r a n g e p a s s e n g e r / c a r g o / p o s t a l outside the country; material s e r v i c e by a i r in Iran To h a n d l e p h o t o g r a p h i c a l / s c i e n t i f i c / a d v e r t i s i n g / s p r a y i n g the air; To p u r c h a s e / t o s e l l / t o p a r t / t o m o r t g a g e p l a n e s f o r a v i a t i o n and t o o p e r a t e s a m e ; To t r a i n pilots To h a n d l e a l l and t e c h n i c i a n s kinds of other for affairs and o t h e r and affairs in requirements planes; relative to aviation. T h e i n i t i a l r e g i s t e r e d c a p i t a l o f R i a l s 6 , 0 0 0 , 0 0 0 / - was l a t e r r a i s e d t o R i a l s 1 0 , 0 0 0 , 0 0 0 / - s u b s e o . u e n t l y i t was i n c r e a s e d t o R i a l s 20,000,000/and t h e r e a f t e r i t was a g a i n r a i s e d t o i t s p r e s e n t amount o f Rls.50,000,000/d i v i d e d i n t o 5 0 0 nominal s h a r e s o f R i a l s 1 0 0 , 0 0 0 / - each f u l l y p a i d u p . The p r e s e n t Kambiz members o f the board of directors are: Dadsetan .. Chairn^.n Anooshiravan Jahanbani .. Managing Iraj .. Vice-Chairman the firm Mobasher All documents, any o n e o f the seal of etc. Kambiz D a d s e t a n the company. on b e h a l f of or Mostafa Rabiyi Director should be with signed Anooshiravan jointly Jahanbani by with 346 A I R Taghi T A X I COMPANY (Con tel.) Khorram Inspector Mohamad T a g h i Chorbani substitute inspector Iranian subjects. The main a c t i v i t i e s o f A I R TAXI COMPANY a r e d i v i d e d O p e r a t i o n a , T e c h n i c a l and S a l e s a s a r e d e s c r i b e d b e l o w : - into three sections, OPERATIONAL: A I R TAXI a r e u n d e r t a k i n g a l l k i n d s o f a v i a t i o n a c t i v i t i e s a t t h e r e q u e s t o f t h e i r p r o s p e c t i v e customers but not l i m i t e d t o the f o l l o w i n g : a) G e n e r a l n o n - s c h e d u l e and c h a r t e r f l i g h t s w i t h i n I r a n and t o neighbouring countries carrying passengers and/or f r e i g h t ; b) S i n c e 1 9 6 3 t h e y a r e h a n d l i n g p h o t o g r a p h i c s u r v e y on b e h a l f o f t h e National Cartographic Centre - a s u b s i d i a r y of the Plan Organization. T h e y a r e now e n g a g e d i n s u r v e y i n g and m a p p i n g the country; c) Since 1962 are handling a g r i c u l t u r a l Ministry of Agriculture; d) From 1 9 6 0 t h e y a r e o p e r a t i n g r e g u l a r s c h e d u l e d b e h a l f o f t h e NATIONAL IRANIAN O I L COMPANY; e) From 1 9 6 5 t h e y a r e c a r r y i n g throughout South I r a n ; f) Air ambulance f l i g h t s as out spraying scheduled air r e q u i r e d by t h e i r on b e h a l f flights mail of the on deliveries prospective customers. A I R TAXI COMPANY a r e 12 Aero the In a d d i t i o n Government 3 owners Commenders and 7 Single of the (Department I.T.A.A. aircraft Grand Commander of: consisting LC3s Engine Piper § S p a r r o w Commander aircraft. and m a i n t a i n o n consisting of: behalf aircraift Commanders 6 Turbo Commanders 1 Turbo Deaver Piper 2 Cessna 1 DC3 AIR TAXI COMPANY m a i n t a i n , approximately nineteen t o t h e a b o v e , A I R TAXI COMPANY o p e r a t e and p r i v a t e c u s t o m e r s s i x t e e n a i r c r a f t 2 Aero 1 of 100 a i r c r a f t General (Imperial of .overhaul per year, Civil I r a n i a n Army and o p e r a t e a total number m a i n l y owned b y P r i m e M i n i s t r y , Aviation), Red L i o n Aviation). § Sun O r g a n i z a t i o n of D.G.G.A. and 347 AIR T A X I COMPANY (Con tel.) AF.RO COMMANDER BH'I'l!ANY DIVISION o f LYCOMING D i v i s i o n of KING RADIO CORP., U.S.A.; Avco C o r p . , SUN A I R ELECTRONICS C O R P . , CHAMPION SPARK PLUG Rockwell Standard, U.S.A.; U.S.A.; U.S.A.; COMPANY,U.S.A.; BELL HELICOPTER C O . , U.S.A. T h e y a r e s i t u a t e d i n a m o d e m o f f i c e and e n g i n e e r i n g f a c i l i t y on t h e N o r t h s i d e o f Mehrabad A i r p o r t , e n t r a n c e b e i n g made b y a p r i v a t e e n t r a n c e from t h e main Teheran t o K a r a j R o a d . I n a d d i t i o n a b r a n c h Q f f i c e and m a i n t e n a n c e b a s e i s s i t e d a t A b a d a n A i r p o r t w i t h t h e n e c e s s a r y h o u s i n g accommodation f o r t h e i r employees t o g e t h e r w i t h a s e p a r a t e b u i l d i n g f o r . d e s p a t c h and p a s s e n g e r l a u n g e . The ground o f t h a t p l a c e measuring 2 4 , 0 0 0 s q . m e t r e s b e l o n g t o t h e Government f o r which t h e y are paying r e n t a l . A t t h e i r e x p e n s e t h e y ( A I R TAXI COMPANY) h a v e c o n s t r u c t e d a l l t h e n e c e s s a r y p r e m i s e s f o r a t h i r t y - y e a r p e r i o d and i t h a s c o s t them a b o u t Rials S - 9 , 0 0 0 , 0 0 0 / - . D u r i n g s e a s o n p e r i o d t h e y a l s o m a i n t a i n o f f i c e s and o t h e r n e c e s s a r y f a c i l i t i e s a t t h e A i r p o r t a s w e l l a s an o f f i c e and h o u s i n g f a c i l i t i e s i n t h e twon f o r t h e i r e m p l o y e e s . T h e y a r e now e m p l o y i n g a r o u n d 1 2 0 p e r s o n s i n c l u d i n g f o r e i g n e r s o f v a r i o u s p r o f e s s i o n s u c h a s an e n g i n e e r , p i l o t s , a s s i s t a n t s , o f f i c e s t a f f , technicians, apprentices, menials, etc. in their a c t i v i t i e s . Bankers: Bank E t t e b a r a t I r a n Bank S a d e r a t I r a n , T e h e r a n . Reputation: fulfilled their (* T r a n s l a t i o n is from t h e one formed f o r shares their and v e r y g o o d and commitments Iranian commercial i n which t h e in as far as it a favourable i s .known t h e y h a v e Commercial Code: purposes, responsibility the of capital the A private of which shareholders joint is is far Teheran, Iran, 26th February stock divided limited shares). so manner. 1978. company into to 348 AIR T A X I COMPANY (Con tel.) T h e y ( A I R TAXI COMPANY) a r e a l s o h a n d l i n g t e c h n i c a l s c r v i c i n g s a n d o v c r h a u l i n g s o f . s o m e p r i v a t e l y owned a i r c r a f t b e l o n g i n g t o H . I . M . t h e S h n h i n s h a h A r y a m e h r , P r i n c e Gholam R e z a P a h l a v i , e t c . w!ien t h e y a r e a s k e d t o do s o . TECHNICAL: S i n c e t h e i n c e p t i o n o f t h i s f i r m , th'ey h a v e c o n c e n t r a t e d on b u i l d i n g u p an i n d e p e n d e n t e n g i n e e r i n g f a c i l i t y and h a v e s u c c e e d e d t o t h e e x t e n t t h a t o n l y e n g i n e s a r e now s e n t a b r o a d f o r c o m p l e t e o v e r h a u l . All other w o r k - b e i n g c a r r i e d o u t i n I r a n b y t h e C o m p a n y ' s ov.n p e r s o n n e l . staff a) In a d d i t i o n t o major airframe overhaul are a v a i l a b l e f o r the following: Radio installation, b) Instrument c) Starter, generator d) Magneto, carburettor, e) Sheet basis repair repair are metal and etc. repair $ following of Post Ministry of Agriculture Aviation Imperial Iranian National Iranian and overhaul; overhaul; work. are their regular of contract customers: Telegraphs; Army A v i a t i o n Gendarmerie A v i a t i o n Aviation and repair o u t e i t h e r o n an " a s r e q u i r e d " engineering assistance. Ministry Civil equipment and m o d i f i c a t i o n the skilled overhaul; T e c h n i c a l work i s c a r r i e d f o r a n y company r e q u i r i n g Among o t h e r s and overhaul; and e l e c t r i c a l repair equipped workshops Unit; Unit; Unit; Club; Cartographic Centre; Government; Red L i o n and Sun Organization; U.S.Army A v i a t i o n Unit. SALES: In order t o extent T A X I COMPANY r e p r e s e n t sales Iran and p a r t s service distributors: the necessary a complete on b e h a l f line of service of the to aviation following their various products companies customers, and g u a r a n t e e as their AIR after exclusive 349 CWFm^TI/iL A I R T A X I COKPAK* (Sogictered style; HAYAPKYMAYI AIR-TAXI - SHERKAT SAHAHI KIIAS) , North Hehrabad Airport* Teheran, Iran CL</c( Telephones* 66196? A 668992 ar^Ws^ Cable addre ss J <*AIRTAXI .TBKEKAK* Telex: Teheran 2575 Answer Back *A T a x i Tn' Branches or subsidiary o f f i c e s in the provincial towns of Abadan and in Gonbad Kavoos, Iran This is Companies* unlimited To period arrange in a private .joint Registration under number Iran and outside handle affairs in and To train To handle the initial The j-Iarsbiz into all and seal Taghi of was registered with April for 1958 declared by the an objects: air again of capital raised shares the and of beard to for of Rials was to its Rials of and other same} planesj affairs it planes operate relative to 6,000,000/- increased to was Rials present amount 100,000/- each directors aviation* of later raised 20,000,000/Rials fully 50,000,000/^ paid up. are: Chairman -Managing Director Vice-Chair etc. Dadsetan or on behalf Kostafa of the Rabiyi firm v/ith should ce Anocahiravar. signed jointly Jahar.br.nl with by any the cc-cp'any. Khorraa Koh.rrnd other subsequently nominal mortgage aviation of registered senbers documents, the service technicians kinds Jahanfcani Kambis following material rent/to for Mcbasher of the was 19th air; Dadseton All cr.e it 500 present Ar.ooshiravars I raj pilots 10,000,000/- thereafter divided for on country; sell/to requirements The which Teheran photographical/scientific/advertising/spraying To p u r c h a s e / t o Rials 60^7 the company in passenger/cargo/postal To to stock Department Taghi Inspector 3horbani 2 5 - 0 6 7 O - 78 - 23 substitute inspector - Iranian subjects. 350 T)io O^eraiiouHl, n a c t i v i t . 5 in o f T o c h i i i c . ' . ' t i^ul AXH '.iWXL C-.'.:VAKI ovo v u i v l J :.r\ b.- - ' fcV-vee Ci>:»cr*ATior:AL» A I H TAYT i\ro request lunl.-ix*t«k?.i:~all of their kinds prospective vf aviation custov.ors .-.ctivitios but not fit liaitcd the to tho following; a) G e n e r a l . n o n ~ 3 c h e d u l e and c h a r t e r f l i g h t s w i t h i n I r a n and t o n e i g h b o u r i n g c o u n t r i e s c a r r y i n g p a s s e n g o r s and/or freight; b) Since of 19&3 the Plan Since the d) From Fran the handling 19&2 i960 of 19^5 throughout They are photographic Centre - a survey on subsidiary now e n g a g e d in behalf of the surveying and country? are Ministry behalf o) are Cartographic Organisation. mapping c) they National handling of they the they agricultural spraying on behalf of Agriculture; are operating NATIONAL are South carrying Iran; regular IRANIAN out OIL scheduled flights on COMPANY; scheduled air mail deliveries 351 A I R T A X I COMPANY f) Air (Con tel.) ambulanco flights as required by thoir prospective customers. AIR TAXI COMPANY 12 Aero 7 behalf o fJ are the owners Commanders Single Engine In addition to the of the Government and of nineteen aircraft consisting of* LC3s Piper & Sparrow Commander aircraft. a b o v e , A I R T A X I COMPANY o p e r a t e a n d m a i n t a i n o n and p r i v a t e c u s t o m e r s s i x t e e n a i r c r a f t consisting 3 Grand 2 Aero 6 Turbo Commander Commanders aircraft 1 Turbo Beaver Commanders 1 Piper 2 Cessna 1 DCJ5 A I R T A X I COMPANY m a i n t a i n , o v e r h a u l a n d o p e r a t e a t o t a l n u m b e r o f a p p r o x i m a t e l y 1 0 0 a i r c r a f t p e r y e a r , m a i n l y owned b y P r i m e M i n i s t r y , D « G » 0 « A » ( D e p a r t m e n t G e n e r a l o f C i v i l A v i a t i o n ) , Red L i o n & Sun O r g a n i z a t i o n and I . I . A . A . ( I m p e r i a l I r a n i a n Army A v i a t i o n ) . They (AIR TAXI overhaulings Shahinshah do of some Aryamehr, COMPANY) are privately Prince also owned Gholam handling aircraft Reza technical belonging Pahlavi, etc. servicings to and H.I.M,the when they are asked to so. TECHNICALt Since up an that being the inception independent only engines carried In skilled out addition staff are are in Iran by to major installation, b) Instrument c) Starter, generator d) Magneto, carburettor, e) Sheet repair repair and abroad the for repair and firm, facility they and for the and have have own overhaul concentrated succeeded complete Company's airframe available Radio this now s e n t a) metal of engineering to overhaul* on the All building extent other fully equipped workshops following) overhaul; overhaul; electrical etc* repair equipment and and m o d i f i c a t i o n repair overhaul; work. worl personnel. and. overhaul; and 352 T e c h n i c a l work i s c a r r i o d f o r any c o - p a n y r e q u i r i n g b^.ais Arsong others the following Ministi*y of Posts Ministry of Agriculture Imperial Iranian Gendarmerie Civil National Iranian are their regular of contr.Hct customersi & .Telegraphs; Army Aviation Aviation o u t e i t i ' h - r on an " a s r e q u i r e d " sn^ir.rv^ir.g assistance. Aviation Aviation Unit; Unit; Unit; Club; Cartographic Centre; Government; Red L i o n and U.S*Arrny Aviation Sun Organization; Unite SALESt I n order t o extend the necessary s e r v i c e to t h e i r v a r i o u s customers, A I R T A X I COMPANY r e p r e s e n t a c o m p l e t e l i n e o f a v i a t i o n p r o d u c t s a n d g u a r a n t e e a f t e r s a l e s and p a r t s s e r v i c e on b e h a l f o f t h e f o l l o w i n g c o m p a n i e s a s t h e i r e x c l u s i v e ^ran distributors; AERO COMMANDER BETHANY LYCOMING D i v i s i o n KING of RADIO C O R P . , DIVISION Avco of Corp., Rockwell Standard, U.S.A.; U.S.A.; U.S.A.; SUN A I R ELECTRONICS CORP., U.S.A.; CHAMPION SPARK PLUG COMPANY, BELL HELICOPTER C O . t U.S.A.; U.S.A. T h e y a r e s i t u a t e d i n a m o d e r n o f f i c e and e n g i n e e r i n g on t h o N o r t h s i d e o f M e h r a b a d A i r p o r t , e n t r a n c e b e i n g made e n t r a n c e f r o m t h e m a i n T e h e r a n t o K a r a j Road® In Airport addition with with a that place are paying all the about the separate measuring rental. necessary Rials town and sq^catres expense for a maintenance accommodation despatch their premises the their are technicians, period Airport and base for passenger belong they to the (AIR TAXI thirty-year period is sited their The Government COMPANY) and at Abadan employees launge. it for have has together ground of which, they constructed cost them Bonkers: as maintain an offices office and and other housing necessary facilities in such as around 120 an e n g i n e e r , menials, etc. persons pilots, in their including foreigners assistants, office of staff, activities. Bsnk E t t e b a r a t Iran Bank S a d e r a t I r a n , Teheran. Reputation: their also well now e m p l o y i n g apprentices, they as employees. professions fulfilled 2h9000 At season at for They various office housing for 8«9,000,000. During facilities the a branch necessary building facility by a p r i v a t e very t ood c'orr.oltracts rr.d in as n far as it favourable is known .nenrer. they he.ve so far 353 •? ;. :: I va:;•i r-.iv,- SHE It-Si'ih llihraual AiivO'-'- a Tih-jiv.n, Jiv>u yol^fcoiwai c.ibl) 6G1S67* i M w . i t Telrix: Teheran Srsnchm or d«>39?a 2575 Answer subsidiary towns o f Abadan Back officio j»n-J i n in which H'JSiotrstioa Period end •AintAXi Taxi fcha Tn» provincial G o n b n d 2fevo<>£» v/:?a r a g l e t a ? * - ! Xrtvn v/itli tli5 Ccnpon on l^fch/Ajtcil 1 9 5 3 for a n unliiiittivl radar nur&dr 6 0 ^ 7 to* fcho follcvdng'Joo^oo^: To &rraa£& p a o s ^ n g e p / o u r c o / p o s f c a l n a k o r i a l I r a n a n d o u t o i d o th-3 c o m - t r y ; 'Xo b a a u l o sarvico in tho To handl* In air* To * : u r o h s $ s / t o e & l l / t o ror.t/fco n o r t e a s * r s q v i t c a v n t o f o r e v i c t i o n and t o train *>y a i r photo^aphicra/ttClintiric/A-avortlairi^^av^iiii; affairs To 'A in pilots .nil and fclnda technicians of ot'vn* for p l a n t s and r>ro:c*; othsp pl<md6j affairs rol.Vc.lv>) to aviation® T h s i n i t i a l r o g i c s t g r c d c ~ ; . i t a l o f Ttial-n 6 | Q C 0 c C 0 C A w i s l a t o r r u i c a d t o R i a l s a 0 * C C C f 0 C 0 A • o u b r c q n o n t l y i t was i n c r o o s o d t o I & a l o 2 0 f 0 C 0 9 0 0 0 A a n d t h a r a a - f t s r i t • wao a g a i n r a i s e d t o i t a p r a a s n t cuoeunt o f R l & l o 5 0 » C O O , O C O A d i v i d e d i n t o 5 0 0 n o m i n a l o b a r ^ o . o f R i a l 3 1 0 0 0 0 0 0 / - o a c l i f u l l y p a i d up® The sharohcldara cures $ 0 3 b y As&r Eossain A a a a n Zancanah 25/i b y Fradric Esofc© of jkVidU ( j r l t tha board of diractcrs'eras Hc^C fiosaain „ ACSOB M w ^ t u ^ Zan&moh «• ^ ^ c J ^ Chalxtten J&nad ChafiU F?d£rle ) A ' ) 1 Eaaho j. K K& y i' h ad d T Ta ag gh h ii aa rn ca O c c o - —• \ a • •• Vice-chairman Gh ho o rr b ba an n ii G . .• • •• Inflaactor ub b ss tt ii tt u u tt e e ss u n ss p pe ec c tt o o rr ii n - ^T T rr aa n n ii a an a 4 ^ H i ^ J I : r l ^ S J P ^ p a l a n y a a r l^O? (1930)*®" jfT'iT tcazvloir a^rT cMl-lvcn (hlo h - j o t oth-33? t h c - a P o r n i A a i i ' n r l i . h u a d F p d n c h ) ^ II,» h v 3 s c h o o l i n g l a S'.rr.n aa-.l i o a l i o l u o p o f a t M p l c « : > f o r ci tvYO y o a ' i ' a d u r i n g 1 9 5 2 'tc v n u in Zurn^ h i t ; cXJt'UiV.ov !-v.u» Top a )>orioil ix-ilaly i n F r a n c e . sub jec b\ 354 A I u 7 A T. VR? (•: . A Cor-v-srcisX r l l s t by r-vcres-S.:-:i v/ho h a s r a c o i v a d M..o t.val»vi»is co r-uth locally* F r c a about 1 9 5 V 5 5 ha waa alvayo boon •continxil.njj h i e n t u l i o a i n t i i * f i e l d OA a v i a t i o n and frcia fcbo i n c o p f c i c n o f t h i n ha J:aa aX&ayo b o o n . t a k i n g a n a c t i v e p a r t i n t h * tf^a^^out o f th-a G&novnl b u s i n e s s a f f a i r * o f t h i o coapu^y ^and h i 3 e c n s i r c i n X a c t i v i t y htus bo cm c o a f i n o d t o t h a t con coca* I n f a c k i t i o r u a by h t R a o l f * Apc;vt rC.vc-l h i o i n v o o t s c n t i n t h i s f i n a ho dooo n e t 'appear t o own raich o t h o r p o r s c a a X s o n n s o f h i s own. r/ao b o r a i n 1 9 1 0 » Eo v;<\3 f o r u o r l y tho husband o f P r l s c o S ' s ' A e h ^ a F P a i a a v i <a © i o t o r o f R i o Xi^ioriaX Eujsxsty tho ftbahinshah Arir.uno*ir) • Ho i n a n O H TJndor-SaciNJtru'y o f tho i f . i n i s t r y o f P.ond3 ?< C d s s u s & c n t i o n a and f o r a s r X y t h o G-snoral B i r o c t o r o f tho C i v i X A v i a t i m i ( a G o v o n m o n t or/nod © i ^ a n : i « a t i c a ) » Ha was f o r m r l y a n K ^ p t i a n o r i g i n h u t a f t o r h i e a r r i v a l i a t h i a c o u n t r y ho bacaxno a n a t u r a l i z e d I r a n i a n & u b j s c t « Ho h a c boon i n I r a n c l n c o about A p a r t f r c n h i o laboros-fc i n t h i s f;Lr-a s i n c o about 1 9 5 0 ho h a s boon h a n d l i n g b u n i n o s s u n d o ? d i f f e r e n t a i y l o i u Ho i s a s h a r e h o l d e r i n , a diroefcor o f d i f f o r o n t l o c a l c o u c o m o i : \ o l i t u i r E A K \ ETTS3ARAT IHAI? i n w h i c h ho i s tho Chnira-an and H a m e i n g D i r e c t o r . "jja i s exp-ori-oncod i a a v i a t i o n a n d o h i p p i n g * Ko i s tho owns* o f ir.pcrtar.t p o r s o n a i insana o f h i s own w i t h a r o p i l l a r a n d a n i m p o r t a n t incoivo • F r o d r i e Es.?ho vvac b o r n i n 1 9 2 3 , Ea i a m r r i o d a n d h a s c h i l d r e n ( l i i a T S o s S 3 3 5 T o * l a n £ u a g 6 3 o t h a r them A s s y r i a n a n d P a r o i a n : E&£li<£:)» A p a r t f r c r i - M o i n t a r c o t i n t h i o f i r a ho h a s o t h e r b u o i n o o s a c t i v i t y ar.d i a n o t t a l c i n g any aefciv-o p a r t i n tho conduct o f t h o conauorcinX o S - r S r s of t h i s firm. Tho main Operational, activitioo Technical Of AIR TAXI and Sales COM PA NX a r a a® a r o described dividad into thr-r^ r>*ctir.;.-<5 f bolowt j^KATIONAI.: AXB TAXI a r o v.a do r t a k i n g a l l k i n d s o f a v i a t i o n a c t i v i t i e s a t t v iroquQct o f t h e i r p r o s p e c t i v e cuotoci'jrs but not l i i n i t 3 d to following: a ) O o n o r a l n o n - a c h o d u l o and o h a r t o r f l i g h t s w i t h i n I f * T f . . t o n e i g h b o u r i n g c o u n t r i a o c a r r y i n g p a s s e n c ^ r o r^nd/'" " . >• /*»• b ) S i n c o X9o3 t h a y a r o h a n d l i n g p h o t o g r a p h i c eurroy f-' : o f tho N a t i o n a l C a r t o r j r a p h i c C o n t r o » a P l a n O r g a n i s a t i o n * Thoy a r o novi engaged i a -" mapping tho c o u n t r y * c ) S i n c o 1 9 6 2 a r o h a n d l i n g a g r i c u l t u r a l sprayi"<t o f tho J J i n i s t r y o f A g r i c u l t u r a l d ) F r o n i 9 6 0 t h o y ^ r a o p e r a t i n g r e g u l a r cchoduV' s b 3 h a X f o f tho NATIONAL IRANIAIJ O I L C0MP/.1TY> 0) Fron 1 9 6 5 thoy a r o c a r r y i n g out schodiilod n ^ throughout Couth I r a n ? f ) A i r arabulanca f l i e h t a a a r c q u i r o d by thoU* ^ cuotcaoro* A I R TAXI COMFAtnr oro tho o-.vaoro o f n i n o t o e n a i r or.-''" 1 2 Aoro Corunandorc and L C 3 3 7 s i n g X c E n g i n o P i p o r & Sparrow C c r m n ^ v v * ...ii ' 355 a i a taxi (c^nt •!.) I n a d d i t i o n t o t h a a b o v a . A l l ? T A X I COMPAIT/ © y a r n t ^ r,nd m d n t a i n cix b e h a l f o f tho Governsant and p r i v a t e c u n t c n o r a c i x t a o n a i r c r a f t conoioiitrtg c f j 3 Gro.nd C o a r a n n d a r 2 Aoro 6 Turbo corsnandnrs 1 Turbo Beaver n3.rc.raft; Cosir.andoro 1 Plpo* 2 Cooana 1 3X33 AIR TAXI of COMPAK? E c d n f c n i n , txpproxiaatoly D.G.C.A, 3.00 a i r c r a f t (Baparfcas-nt G e n e r a l Organization Thoy and I.I.A.A. (AIR TAXI andovorfcaulinco the Shahinalinh aro ackcd to of Civil are Frinco and operate nainly Gholaa Kid Arny handling ownsd total muubor Prino Lion rdnietry* Ct S u a Aviation)* technical aircraft Rosa a or.nod b y Aviation), Iranian also privately Arlriiohr, do of (Xnperial C0MPAITT) coma overhaul por y e a r , sorvicin&s belonging Pahlavi, etc* to H«I,!7*: whoa thsy s$« Sinco tho i n c e p t i o n o f t h i s f i r & , they have c o n c e n t r a t e d on b u i l d i n g up e n i n d e p e n d e n t e n g i n e e r i n g f a c i l i t y and have ^succeeded t o t h o e x t e n t t h a t o n l y e n g i r a s . a r o now c e n t a b r o a d f o r c e n p l o t o overhaul* A l l o t h o r w o r k b e i n g c a r r i e d o u t i n I r a n b y t h e C o m p a n y * e ovm p e r s o n s ! • In and addition skilled staff to aajor are a) Radio b) Xastruaent c) Starter, generator d) Magnet1-, carburettor, e) Shoot basifc inotallation, repair airframe available repair and xaefcal r e p a i r ovarhaul for and tho fully equipped workshops following: overhaul* overhaul} and e l e c t r i c a l etc. repair equipment and and m o d i f i c a t i o n repair and overhaul; overhaul} work* T e c h n i c a l work i s c a r r i e d o u t e i t h e r on a a " a o r e q u i r e d * ' f o r any coapaay r e q u i r i n g e n g i n e e r i n g a s c i s t a n c e * Awong o t h e r s the ministry following are of Pouta & Ministry of Agriculture Imperial Iranian Gsndarnsri^ Civil Aviation Unitj Olubj ration.-.! Ca: tographio Contra f Iranian Government; Rod L i o n and U.3.Arijy Aviation regular Telegraphs; Aviation Aviation Aviation their Organisation; Unit* Unit; Unit; cu3toaarct of contract 356 A I R T A X I CC\ C • > M SAV'Sl l a orrto'r t o o x t ^ / i c l t h o n o c o s - ' j a r y o a r v i e o t o t h o i r v ^ r i c s u a e u s b c ^ . - r ; . ; , A l l ? T A X I COi'SCCl viirsvz'jiixt a c o c p l o t o l i n o o f a v i a t i o n p r o G a e l ' s raid c m r a n t s o a l i t o r :'.nlao a n d p a r t o o o r v i c o on b o h n l f o f t h o following cc-^panioa aa c h a i r G ^ c l u s i v o I r a n d5.oti\Lbutoroi A U K O CCl2h\lVX:il LYCOMING DIVISION of Rockwell Standard, U.S.A.J Pivision of Avco Cerp«, U.S.A.; K I ra HA RIO C O K P . , U.S.A.J F»IU: A I R KLICCXRO^ICS C O R P . , U.S.A.} CHAUPION I X U S CO?-IP.OT, U.S.AI B E L L HELICOPTER C O . , U . S . A . Thoy on aro tha-Korth entraaco In situated sido froa addition Abadan A i r p o r t employoos lami^o* tho a toother Tho (AIR for the of office Airport, to office a have housing nsaouring are paying constructed and i t hag cost bass for io a tho prlvato RLalo at thoiv and paso-angar sq.raotreo A & the.tr aocossary about sited for dsopdsh 2*f,000 rental. all thw facility ciad-3 b y accomodation building placa thoy boiag Road* and a a i n t o a a n c a separate that v/hich and englr;o«r:lng ©ntranca Xaradj necessary with CO.) period a codcvn 'foheraii branch ground TAXI thirty-year in Kohrabad main with Government they of tho belong to exponent pressieaa f o r a 8-9,000,000* Daring s o a e o n p o r i o d thoy a l s o E a i n t a i n o f f : i c o s and o t h o r n c c o s s a r y f a c i l i t i e s a t t h e A i r p o r t a c w e l l a s an o f f i c o a n d h o u s i n g facilities i n tha town f o r t h o i r einpleyoos. Thoy aro of various staff* nosr e m p l o y i n g proioscicns technicians, Banlcorsi around 1 2 0 cuch ao parsons an o n & l n o e r , apprentices, aanialov including pilots, otc* in foroijjnoro aooiotanta, thoir Bank E t t s b a r a t I r a n . Bank Sad&rat I r a n , T o h s r a n . I m p u t a t i o n j v e r y good and a s f a r no i t i s known t h e y f u l f i l l e d t h e i r c o E d t t f m t s i n a s a t i o f a c t o r y zaonnor* (•* Tranc-lnticn cuof fors3 d for charoo thoir tuid i n office activities. froa tha Iranian coniraorcial which tho Coi2£orcisil purposos, tho responsibility Code i capital of tho of havo AKloint which lo shareholders so stock far company divided la into limited shares)• Teheran, Iran, 5-12-72. to ia 357 co:;K(!v.?;?i at. A .ill T A X I CC;ril ,\!Jlf Iforth Mchrabad Telephones? Ca- l c A l p o r t , 6619&7 address* •AIKTAXI Hxfe^: or subsidiary towns ThlG an is To- a r r a n g e Iran a^ j o i n t period Abadan outside To handle the in conp.nny number offices find i n which 60'*7 in tho Gonbad on the material 19th Iran. with April following service x provincial Kavoos, v/a3 r o i s t e r e d for r 'A by the 1953 for objects: air in country? the To p u r c h a s e / t o pilots all air; s e l l / requirements To handle , „ GWJV photographical/scientific/advertising/s£>raying affairs train k0257 TKHKi-LMi' Department ~in Teheran under passengcr/car^o/postal and To of stock Registration unlimited Iran and £5" 7 5 * Branches . Companies* Teheran, 663992 to for and rent/ ro aviation technicians kinds of other mortgage and to for planes operate and other oacoj planes; affairs relative to aviation* .i. The i n i t i a l r e g i s t e r c - d c a p i t a l of R i a l s 6 , 0 0 0 , 0 0 0 / - w a s l a t e r raised t o R i a l s l O ^ O O . O O O / . s u b s e q u e n t l y i t was i n c r e a s e d t o R i a l s 20,000,000/and t h e r e a f t e r i t was a g a i n r a i s e d t o i t s p r e s e n t aciount o f R i a l s »000,000/ d i v i d e d i n t o 5 0 0 nominal shares of R i a l s 1 0 0 , 0 0 0 / - each f u l l y paid up. The shareholders arc: 507'j b y A m i r K o ^ s e i n A a a a a 2 5 > i b y Ahmad G h a f i k by Fredric The xacabers Anir of the ^ossein board of Zanganeh directors Aazasa Z a n g a n e h Ahi.iad C h a f i l e v/o-of-t he^'-f i r s ^ r ^ e n t i . ^ ^eOfbL-. ^f-t^&c^cn^p^iv^ Amir H o s s e i n is Aazarn Z a n c ^ n o h curried than Persian: schooling of He in tv/o y e a r s Iran Chairman .. Inspector ' u-—"" ?< H a n a . ^ i n ^ Director c T.Kliorraa (19J50)* •• ~ Fredric other aro: and during and English is 19^2 has and to born French). a holder up was in tv/o c h i l d r e n of 195^ the (his I'e has a diplcrsa ho was in - Iranian Persian knov/ledgo received for sane* Europe - year subjects* '209 of 1.2.nguagoa his secondary For 1 r.ainlJLr. rranee. 358 (-.Jor.t M A S o w ; e r c i a l J ' H o t ' b y p r o f e s s i o n v-lio h a y r e c e i v e . ! h i s t r a i n i n g a s «r.?ch .locally. Fro.vi a b o u t 1 V 5 V 5 5 ho h a s a l w a y s b e e n c - . ; : t I n u l r . j h i s s t u d i o . 1 I n t h o i ' i o l d ox a v i a t i o n a n l f r o a t h a i n c e p t i o n o f t ' r i s f i r : - . h e h a s altf.-sya be-on t a k i n g a n a c t i v e p a r t i n t h o t i a n a ^ c . n c n t o f t h o c & n c r a l business o f t h i s c o a ^ a n y a n d h i s cci3;r.orcx:tl a c t i v i t y h a s bejen confined to that concern. I n f a c t i t i s run by h i a a s l f f . h i s 1 T . v o o t ! o u t i n t h i s f i r a h o d o e o n o t a f i p o a r t o ov/n tsiich p e r s o n a l tnoans o f h i s o w n . .art f r o a ether A h p a d ^ i s C i k v.»as b o r n i n 1 £ 1 0 » Ho f o r m e r l y tho husband o f FriiicejiS Aoliraf i a h l a v i ( a s i r . t o r o f K i u Xtsporial M a j e s t y t h e Shahinuhah A v i a e - j b r ) • Ho i s a n e:< U n d o r « o c r o fcr y o f t h o fcinietry o f Heads & C o & a u n i c a t i o n s a n d wna f o r ^ r l y t h o G e n e r a l d i r e c t o r o f t h o C i v i l A v i a t i o n Ho waa f o r n a r l y a n te^yptitm o r i g i n hut ( a C o v e r a g e y . t ovmed o r g a n i s a t i o n ) • a x t c r h i s a r r i v a l i n t h i s c o u n t r y h o became a n a t u r a l i s e d I r a n i a n s u b j e c t . Ho h a s b e e n i n I r a n s i r . c o a b o u t A p a r t fr©:3 h i s i n t e r e s t i n t h i s f i r a ninco about he h a 3 boon h a n d l i n g business undoz* d i f f e r e n t stylos. IIo i s a shareholder i n , A d i r e c t o r of d i f f e r e n t l o c a l concerns including & m S A \ U t l i U H i n w h i o h h o i s t h o C h u i r s u m a n d H a n a ^ l n g : > i r o c t o r * Jig i s e x p e r i e n c e d i n a v i a t i o n and c h i p p i n g * Ho i s t h o e v n s r o f l a p e r t e n f c . p e r s o n a l a e & n s oC h i s ouit w i t h a r e g u l a r a n d a n i m p o r t a n t i r . e o v i e . ^ / c n ^ d r i c . t e ^ was b o r n i n 1 9 2 3 . Uo i s c a r r i e d and h a s c h i l d r e n ( h i s knowledge o f ' l a n ^ u a ^ o o o t h e r t h e n A s s y r i a n and J'orsi:mh i > n g l i a b ) * Apart f r o a h i s i n t e r e s t i n t h i s f i r a he h a s o t h o r b u s i n e s s i . c t i v i t y and i s not t a k i n g any a c t i v e p a r t i n t h o conduct o f t h e c o s ^ e r c i s l affair© o f t h i s f i r a* tions, Tho m i n a c t i v i t i e s o f A l f t T A X X C C K P A H ? a r o d i v i d e d i n t o t h r o e O p e r a t i o n o . l , T e c h n i c a l an:l S a l e s a s a r o d o . ; c r i b e d b o l o r r s sec- s&mimh* ;«IH "ZAZl cvro v u ^ o r t a k i r . - - ; a l l k i n d o o f a v i a t i o n request of thoir prospective cuotoaera but followingi a) General to non-schedulo neighbouring and c h a r t e r countries o c t i v i t i o s at tho not U n i t e d t o tho flights carrying v;ithin passengers Iran and/or and freightf b) S i n c e 196.} t h e y a r e h a n d l i n g p h o t o g r a p h i c s u r v e y o a behfJLf o f tho National Cartographic Centre - a s u b s i d i a r y of tho Ilan Organisation. £ h o y a r o noa e n g a g e d i n s u r v e y i n g and Rapping t h e c o u n t r y j c) Sinco 1562 are han-HiDg a g r i c u l t u r a l of tho liir&ptry o f A g r i c u l t u r e ! d) Proa 1p50 they are operating r e g u l a r scheduled b e h a l f o f t h e KATlCIC.h I H A N I A 3 0X1 COHi'Arijfj e) FrorA 1<:65 t h e y a r e c a r r y i n g t h r o u g h o u t S o u t h Ixvui} f) Air ambulance flights out spraying scheduled as required by thoir air on bohalf flights nail on deliveries prosjectivo oust 359 Alii TAXI COMPANY ar«»/th.* ownors oi nir.e-tosn aircraft c o n s i s t i n g of: 12 Aero C o m m a n d e r s and LC3s 7 Single Kngine Piper % Sparrow '~o~:.-.ander a i r c r a f t . on I n a d d i t i o n , t o t h e a b o v e , tiixjc AIR T A X I C O M P A N Y o p e r a t e and m a i n t a i n b e h a l f o f t h e G o v e r n m e n t and p r i v a t e c u s t o m e r s s i x t e e n a i r c r a f t c o n s i s t i n g 3 2 6 1 1 Grand Commander a i r c r a f t A e r o Commanders T u r b o Commanders Turbo Beaver Piper 2 Cessna 1 DC3- A I K 3PAXI CGM?; ( S£ M a i n t a i n ^ o v e r h a u l a n d e r r a t a a t o t a l numbcxo f a p p r o x i m a t e l y I C O a i r c r a f t p e r r o a r , c a i n l y ov.nad b y i - r i ^ o J l i n i t i t r y , 2 > . a . C . A . ( D e p a r t m e n t G e n e r a l o f C i v i l A v i a t i o n ) , Ked L i o n & S u n O r g a n i s a t i o n and • ( l e p r i a l Iranian Arsy Aviation). T h e y ( A I R T A X I COMPANY) a r e a l s o h a n d l i n g t e c h n i c a l Gervicii-co a n d o v e r h a u l i n g © o f e o o e p r i v a t e l y osnc-d a i r c r a f t b e l o n g i n g t o 1 1 . 1 . 1 W the? S h a h i n s h a h A r i & n t o h r , P r i n c e G h o l c a U e x a I - a h l a v i , e t c . w h e n t h e y a r o oJccd t o d o cso. WXHIHCAM S i n c e the i n c e p t i o n of t h i o f i r m , they have ccnccntrated on b u i l d i n g up a n i n d e p e n d e n t e n g i n e e r i n g f a c i l i t y and h a v e s u c c e e d e d t o t h e e x t e n t t h a t o n l y e n g i n e s a r e now c e n t a b r o a d f o r c c s i p l o t o o v e r h a u l , i i l l o t h o r w o r k b e i n g c a r r i c d o u t i n I r a n b y t h o C o r ^ r c n y ' s own p e r s o n n e l . In addition to cajor airframe overhaul fully equipped work^hopa of: 360 AIR TAXI CG:-U\\NX and ak i l l e d (Contd.) nfcaff ore available a) Radio b) Instrument c) Starteri generator d) Magneto, carburettor, e) Sheet basis installation, ropair metal repair and for and etc. and overhaul; equipment repair and modification T e c h n i c a l work i a c a r r i e d f o r a n y company r e q u i r i n g the following: overhaul; and e l e c t r i c a l repair Among o t h e r s tlio repair ai*d overhaul; overhaul; work. o u t e i t h e r on an " is r e q u i r e d " engineering assistance. following are their regular of contract custoaex^as Ministry of Posts & Telegra2aS? Ministry of Agriculture Aviation Unit; I m p e r i a l I r a n i a n Array A v i a t i o n U n i t ; Gendarmerie A v i a t i o n U n i t ; C i v i l Aviation Club; Rational Cartographic Iranian Centre; Government; Red L i o n a n d Sun O r g a n i z a t i o n ; U.S.Amy Aviation Unit. SALKS: In order to extend tho necessary service to t h e . r various customers, A I R T A X I COMPANY r e p r e s e n t a c o m p l e t e l i n o o f a v i a t i o n p r o d u c t s a n d g u a r a n t e e a f t e r s a l e s and p a r t s s e r v i c e on b e h a l f of t h e f o l l o w i n g companies as t h e i r e x c l u s i v e I r a n d i s t r i b u t o r s : AERO COMKAKiJSTl BKTKAIfif DXVXSXOtf o f l ^ o c ' a v e l l IA'CCMIKG D i v i s i o n o f A v c o C o r p . , U.S.A.; KISQ RADIO C O R P . , U.S.A.; U.S.A.; SUI? AIR ELECTRONICS CORP., cn;d5Piort Standard, U.S.A.; SPARK P L U S C O U P A K Y , U . S . A . T h e y a r o s i t u a t e d i n a M o d e r n o f f i c e and e n g i n e e r i n g oh the Worth s i d o o f Mehrabad A i r p o r t , e n t r a n c e b e i n g cade entrance fro:* tho main Teheran t o Karadj Koad. In addition Abadan A i r p o r t err-.loyoea launge. the the town season at tho for of a placo they aro measuring paying it period ha3 cost they a3 for as is sited for despatch As their necessary maintain an o f f i c o Rials at their and 2**,COO c q , m e t r e 3 rental. tho them a b o u t also well employees. all base accomodation building constructed Airport their and m a i n t e n a n c e housing separate that which and offico necessary have period During facilities in for ( A IK T A X I C O . ) thirty-year the with Tho gcound Government thoy a branch with together facility by a p r i v a t e passenger bolong to expense ^renises for a . £,-9,000,000. offices and and h o u s i n g other nsccssary facilities 361 Ain wrs.t (coi.u.) Thoy of are various stuff* employing professions technician:), Barkers* 4 iuvo zo into cne shares Xiuitod to very good a n fulfilled forced 1.10 p e r s o n a nDcr, apprentice8» far ViMr.olatiou ia arou:?;l <wi a n alalia, Bank i ' t t e b & r a t Iran, Hank S a d o r a t I r a n Repu t a t i o n : they ouch frot.1 t h e for and their in in o.CCico e t c o t o r n ^ t o i v aa c o x i t i s * ntn Ix\ani£ui C o s : » v . e r c i a l the purposesf tho responsibility in far", a s a Code: capital of the it in kttovra satisfactory A .joint ^tock. o f * ?;lxich is shareholders eo^a/r^ divided iu shares). of thisy f i r a v/as-^ecently ^raised ^OO-'n'ornttial,.sh'ares\ef als ,000/- Teheran, Iran, 1 2 t h June activities* Teheran. a thoir Supplement! The^registe^ed c a p i t a l to H i a l s 5 9 1 0 0 0 , 6 0 0 / + ' d i ' v i d e d an\o e a c l / f u l l ^ p a i d uVL"*'' r j / . forei^iuu'U t**--*^-***-*?^^ cotf&urciul fehich - including pilot53, 1972. 362 /V; K o r t h Jlehrabad A i r p o r t , C' * ? Teheran, (Tel.iroc.611067 and 6 5 ; ? 2 ) . " Irary' . J C v A C e " Branches of Thin in a or subsidiary Abadan and i n .1 q l n t "frock o f i i c c a itf t h e Gonbad Kn'vooa, / vhich provincial Iran. v-.'ac r e < ; i c t e r « d C o m p a n i e s ' H o j f i n t~r.\ti e i f Do p:i r"t^cirfe i n T p h - n ^ n an u n l i m i t e d p e r i o d u n d e r n u n b o r 6 0 * *>7 7 ff oo r t h e with the on 1 9 i h A j a - i l 1 9 5 3 follov/inj- o b j e c t s : T o a r r a n g e p a s s e n g e r / c a r g o / p o s t a l Material service a i r i n I r a n and o u t s i d e the/country; To handle towng .for by p h o t o c r a p h i c a l / s c i e n t i f i c / a d v e r t i s i 11 - / s p r a y i n 2 a f f a i r s i n the a i r ; / To p u r c h a s e / t o n o 1 1 / t o r c p t / t o r o r t s a g e r e q u i r e m e n t s f o r / a v i a t i o n and to To t r a i n pilots To h a n d l e all and technicians kinds of other for and other operate s a ~ o j pianoa| affairs relative to aviation. The i n i t i a l r e g i s t e r e d c a p i t a l o f £ i a l 3 6 , € 0 0 , 0 0 0 / - was l a t e r r a i d e d t o R i a l s 1 0 , 0 0 0 » C C . 6 / - a n d s u b a a o t i e n t l y i t •>••>.a a ; - o i n i n c r e a s e d t o i t s p r e s e n t anov.nt o f K i a l a 2 0 , 0 0 0 , 0 0 0 / - d i v i d e d i n t o 1 0 0 n o w i n a l s h n r o a of Kials 200,000/- f ~ ->x< to -/•• ' b y I t r . A a i r H o s s e i n Aazora }>y-Kr.Ahnud S h a f i k 25/3/"by K r . F r e d r i c I s s x i o . / The x e t . b crrrsj o- f tho board of dix-ectors Zar.£aneh are: J--r.Ar.iir H o s s e i n Aaaact Z a n g a n e h llr.Ahr.-id fThafik - Jlr.Frodric Issue Mr.T.Khorrara .. / / The shareholders are; —V It. •• Inspector >!ana£in«; - Iranian Director subjects. Mr.Amir Hossein Aasan ^ n ? : : i n c h was born i n the F i r s i a n y e a r 1 J 0 9 (1930). Ho ; i 3 n n r r i c d a n d h a s t w o c h i l d r e n ( h i s k n o . / l e d ^ a o f languages o t h e r than tarsiant E n g l i s h and F r e n c h ) . Ho h a s r e c e i v e d h i s s e c o n d n r y s c h o o l i n g i n I r a n and i s a h o l d o r o f a d i p l o r . a f o r carte. Tor a p e r i o d o f tvfo y e a r s d u r i n g 1 9 5 2 u p t o 1 9 h o wan i n ~ u r . r o - i r . a i n l y i n F r a n c e ® A C . , " . ; 3 c r c i a l P i l o t b y p r o f e s s i o n t/ho h a s r e c e i v e d h i s t r a i a i a s such l o c a l l y . /From about 1 9 5 V 5 5 a l w a y s boon c o n t i n u i n g h i s s t u d i e s i n tho f i e l d o f a v i a t i o n and f r o n t h o i n c o ^ t i o n o f t h i s f i r m he h a s a l w a y s b e e n tal'JLng a n a c t i v o p a r t i n t h o r . n n a c e r . e n t o f t?-.e c e n t r a l b u s i n e s s a f f a i r s / o f t h i s company a n J h i s o ; > r : : . : o r c . i a l a c t i v i t y h a s b o o n c o n f i n e d t o th.'.t c o n c e r n . I n f a c t i t i n r ;n b y h L r . s e ! f • A rt f r o n > i s invo^tconV, i n t.'-.'.o f i r a ho d o s s n o t s p i o a r t o ov;a r.v.ch cth-i-r p o r . - w n r . l of h i s own. 363 s.t: r.s.'vz ::\\'.\r.vn:\:r. .\r>- -".xc (contd,)/ / i i C t ^ i - H S U a f i l : woa b o r a i n 1 9 1 0 . He wan tho husband of 1;x v» f Pr inc0I3 o iVhiTuvi ( a u i o t o r o f J!is I m p e r i a l . t h o ^hrihinohtdi Ari'xx:hr)• ifc i s a n e x U n o r - - o c c i ' . > r y o f t h e i ; . i r : i » t r y o f R o a d : ; .?< Cor.:© u n i c : « t i o n s a n d was f o r m e r l y tho fioncral D i r e c t o r y'f t h o C i v i l Aviation ( a Covnrn-ncnt cv.aol o r g a n i c a ti.on)« 2!o w a s f o r r . i o r l y a n K g v p t i a n o r i g i n h u t a f t e r ! . i c r r r l r a l i n t h i s c o u n t r y ho b ^ c c n o a n a t u r a l i s e d I r a n i a n u>:bjoct« -'e h a s boon i n I r a n s i n c o a b o u t Ap/r-rt f r o r i h i s i i . l o r - ; : : t i n t M . : > f i r . e i r . e e a b o u t 1 9 p 0 2:c h a s b o o n h a n d l i n g b w s i n e a s u'nd.>r d i f f e r e n t Ho i s a n h r , r o h o l d e r i n , a d i r e c t o r o f U i f f ' : i * - ; n t l o c a l c o n c e r n s including BASK iiTTEBAH.V? ITtfdl i n w h i c h h e i s t h o Choirrnsin a n d M a n a g i n g Director. Ho i s e x p e r i e n c e d i n a v i a t i o n a n d s h i p p i n g , j i l o i o t h o o-./nor o f important Kr.Trgdric (his kT.c;;»'loiro Apart not this Iccus of v/a's b o r n language frow his interest taking any active in 1923* other in t'.vla part in than fir.n tho ho ; h n a conduct fins. The sections, j : Ko ie carried Assyrian and and oth-jr business the co;.r.;erci.il of hao Persiani' children Hnglibh)* activity and affairs is of / cain activities Operational, of AIH T A X I Technical an;i COJIPAKY a r o Sales n;i divided aro into described three belocr: oresAfficif/xi A I R TAXI a r o of their J «) a) b) J c) tin.lor t a k i n g - a l l L i n d a prospective custonora G-cn?r:;l non-nchedule neighbouring Sinco 1>63 d) tho- aro handling Cartographic They now o u t a g e d aro Since 1^62 are of the From Centre in handling 1965 they are aro Spiith J T h e y ( A ^ TAXI Each regard for carrying as Offico CCKrAlIT) P I P E R PA 2 2 ?evon P I PIT. R PA 1 3 the the of tho ©praying to on b e h a l f tho and t a p p i n g r.bovo naturo regular out Plan of tho Organisati country| on b e h a l f of uchoduled scheduled required and are air tho o? tho flights on bohnlf nail deliveries Red operating aircraft; •SUP,"!? CU3* v.oiO; their prospective Crocs x othor customers; pnrtioo Oi-ganiaation). - •TRI-PAC^R1 aircraft tho by belonging' to DAKOTA a i r c r a f t ; ASRO COMMANDS!* Tl>roe of survey subsidiary and freight! Iran; DOUGLAS D C - 3 even Iran and/or CCMPAKY; ( w v t a craTtT^ainly ;er*fi < - agricultural operating flighto ; ; within photo-raj'hie surveying NATIONAL* I R A K I All O I L throughout flights pacsor.gero at the request followingi Agriculture; Fron 1 9 ^ 0 'they of charter countries carrying Kational Ministry J end of a v i a t i o n a c t i v i t i e s but not U n i t e d to tho types tho \ following! - / - - \k 3 aircraft; aircraft. was required. selected with particular 364 s-r'-K.v? on SIAVA^-VIVAI AI;:~V-:-:X (; In a d d i t i o n t o tho a b o v e A l a TAXI b e h a l f o f t h o G o v e r n vent a n d p r i v a t e nix A'ino One PIPS3 PA Cno '.CUPT30 I3:AYr.'\ They CO! o;-orate c:;.-; t e n o r s : a : m i n i ; ; . i n c::i:;:AlO:::-xX, C^Ah'CHH TA::X COJJPAKT) are also handling to clinical s2rv.icin»;s a n d o v e r h a u l i n g o f sc-v.e p r i v a t e l y o w n o d a i r c r a f t b e l o n g t o j l . l . H , S h a b i n s h a h A r i a r c e h r , P r i r o G h o l a n Hesa 7 a h l a v i , c - t c , when t h e y a r e a e k e d t o d o r>o# Since the up inception an All of independent extent that other work In a d d i t i o n s k i l l e d s t a f f are t'.in engines being are they Hadio installation, b) In:;trunion t c) Starter, generator d) Ha^noto, carburettor, e) Sheet repair carried out r e p a i r ' and • ' { and have facility in concentrated and r.ov; s e n t to najor airfrane available f c r the a) notal firn, engineering only have abroad Iran by building coiv^lote the overhaul f u l l y following;: on succeeded for Company*;; equipped the to the overhaul* ov.-n persoawc workshops and overhaul; overhaul $ and . e l e c t r i c a l 'etc. repair equipment repair and modification ropnir and-overhaul; overhaul; v;orh* / T e c h n i c a l work i s c a r r i e d o u t e i t h e r on an " a s c o n t r a c t b a s i s f o r a n y couT?any r e q u i r i n g c r . ^ i n e ^ r i n ^ f Aaong othoro^the following Ministry of Xn^orial Iranian Civil In 1 and Sun after ccn;-anien as ar,j?o co:c:aijd""::. Aviation SIDT):AR;F 32?:!a:s* Centre; Onit. exclusive Division Avco service to t h e i r complete l i n e of ar.d p i r t s scrvico Iran of AIRSKAfT o f on various custoners, a v i a t i o n products and behalf of tho following distributorst nocv.weil Corp., standard, ti.s.A.; U.^.A.; AVIATTCH, RADTO C O t f P . , sales their P i v i •-on o f D3 : t A Y I I X A : 0 KING Unit; Unit; Wait; / eunri-ntoe H.V.YK5R Aviation Aviation customers? Organization; order t o extend the necessary AI5? '17,'XI CO:': ANY r e p r e s e n t a IA'CCr.IIia regular Government; Lion /U.S.Arny ULLJL® Artey Avinticn Cartographic Iranian their Agriculture Ggndercario ftod are requiredu of assistance. Englandt Canada Ltd., Cr.nada; - U . . A . ; 365 - Y.r.'x ."AM\::i , v o t e r . - ( c w . t . - : .U::t AX-: ET,:.:C.\ IQ:IICS C A T ? . , mrci on the u ) , H.S.A;; ccsr-Air/, if.:?.A. / T h o / a r e s i t u a t e d i n a :&odovn o f f i c e f«nd e n g i n e e r i n g i-k>rth n i . d e o f K o h r a b a d A i r p o r t , e n t r a n c e ' . . b e i n g c : a d e entrance frost the wain Teheran to facility by a p r i v n i o / Karadj KoruU I n a d d i t i o n a b r a n c h o f f . i c o a n d rT.\interiunco bc.no A c s i t e d a t Abadan A i r p o r t w i t h t h e n e c e s s a r y h o u s i n g a c c o m o d a t i o n f o r t h e i r e.-iployees t o g e t h e r - ^ i t h a s e p a r a t e b u i l d i n g f o r d e s p a t c h a i d jnuicsnger lnungo* The g r o u n d o f t h a t p l a c e weasinririg 2 \ C 0 0 s r j . n e t r c s b e l o n g t o t h e Govor~:r.ent f o r w : c h t h e y a r e p a y i n g " r e n t a l s . At t h e i r e x p e n s e t h e y ( A I 3 - T A X I C O . ) h a v e c o n s t r u c t e d a l l t h o . n e c c s r n r y p r e m i s e s f o r n. t h i r t y l y e a r p e r i o d a n d i t h a s c o * t t h e n a b oC.i'.it u t .-. . - .•< i'xals ?>/ j»OCO,GOO» / During s e a s o n p e r i o d they a l s o f u ^ i T i t a i n o f f i c e s and o t h « r n e c e s s r . r y f a c i l i t i e s a t the A i r p o r t a s w e l l a s an o f f i c o and housing f a c i l i t i e s in t h e town f o r t h o i r e m p l o y e e s . 7' T h e y a r e no-*? o r . - l o y i . n g a b o u t 1 2 0 p o r s o r . s i n c l u d i n g foreigners o f v n r i o u o p r o f e s s i o n s « u c h a s sin e n g i n e e r , p i l o t s , c . s s i s t c . n t o , office s t a f f , t e c h n i c i a n s , apnronfcicos't r . e n i a l c f e t c e t e r a , i n t h e i r activities. Bankerst Hank J ' t t e b a r . A t Bank They they •(• i s havo . enjoying are so far Translation one .i:jto forced sliares United to 5upp?.eaontl i a now Sadorut from their Iranian cor/sercinl T' and i n their 0»o v<£ich ^Tho j r e s o n t in Teheran. / a/ good r e p u t a t i o n fulfilled for Iran, Iran, tho arid a s corj-itmnnts Cosmoreial purposes, tho responsibility registered in far a Code: capital of the as it A joint of V:-ich / / 25-067 O - 78 - 24 known manner* stock ccrvvany, ic~divided* shareholders capital Teheran, Iran 2 7 t h November ey/. is satisfactory " i s 20,000, 19^8. 366 AMENDMENTS_ g) Air Tuxi C o . maintain, overhaul and operate a total number of approximately 100 aircraft per year, mainly owned by Prime Ministry, D.G.C.A. (Department General of Civil Aviation), R e d Lion & Sun Organization, I.I.A.A. (Imperial Iranian Army Aviation). C A P I T A L : T h e registered capital of Air Taxi C o . has recently been increased to Rials 5 0 , 0 0 0 , 0 0 0 . — 367 JL-w, c - J J i ^ L * EP - AEO EP - KDG EP - AAK EP - AEH EP - ABD EP - AEC EP - AEJ EP - AER EP - AMK EP - AHZ EP - A IP EP - AAB YT EP - AAD TT EP - AHH EP - AGN \K EP - AGJ \k EP - AGM \k EP - AGP \k L EP - PSP EP - AGH EP - RLS EP - EP - AGTF EP - AGS EP - FSS EP - FIA j JUI AGU $ JJ '-^jvy j j Wyjy JA J J J ... JUT JU</ ;[£>yjy i yjy EP - FIB j EP - DCA ^ EP - GRP EP - AFV, ! '^yjy 368 K o r t h Mehrabad A i r p o r t , T e h e r a n , I r a n (Tel.j;os.6l19o7 and 6 8 9 9 2 ) • Branched o r s u b s i d i a r y o f f i c e r : U t h e p r o v i n c i a l t o w n s o f A b a d c . n , ^ h i r a z and G o r m a n . This i s Registration p e r i o d under a j o i n t s t o c k company w h i c h was r e g i s t e r e d w i t h D e p a r t m e n t i n T o h ' e r a u on 1 9 t h A p r i l 1 9 5 3 f o r a n number 6 0 ^ 7 f o r t h e f o l l o w i n g o b j e c t s : the Companies* ' unlinifcod T o a c t a s f o r w a r d e r s o f p a s s e n g e r s / c a r g o and p o s t a l m a t e r i a l i n a i r i n I r a n and o u t s i d e t h i s c o u n t r y ; To h a n d l e p h o t o g r a p h i e a l / s c i 0 n t i f i c / a d v c- r t i s i n g / s p r a y i n g a f f a i r s i n the a i r J To p u r e h a n e / t o s e l l / t o r e n t / t o m o r t g a g e p l a n e s and o t h e r r e q u i r e m e n t s o f a v i a t i o n and t o o p e r a t e same; To t r a i n p i l o t s and t e c h n i c i a n s f o r p l a n e s ; To h a n d l e a l l k i n d s o f o t h e r a f f a i r s r e l a t i v e to aviation. T h e i n i t i a l r e g i s t e r e d c a p i t a l o f R i a l s 6 , 0 0 0 , C O O / - was l a t e r raised t o R i a l s 1 0 , 0 0 0 , 0 0 0 / - and s u b s e q u e n t l y i t was a g a i n - i n c r e a s e d t o . . i t s p r e s e n t amount o f R i a l s 2 0 , 0 0 0 , 0 0 0 / - d i v i d e d i n t o 200 n o m i n a l s h a r e s o f R i a l s 1 0 0 , 0 0 0 / - e a c h , 50% p a i d up and 5 0 ^ u n d e r t a k e n . The m a j o r i t y shareholders Mr . A m i r H o s s e i n and m e m b e r s o f the boardof directors aret Aazam Z a n g a n e h Mr.Ahmad S h a f i k Mr.I-'redric I s s u e , Mr.T*Khorraa •• Managing Director, —-—^ee^OfeatoetMY*, •# Inspector - Iranian subjects. A l l d o c u m e n t s , e t c . on b e h a l f o f t h e f i r s s h o u l d ho s i g n e d jointly b y a n y tvJO o f M e s s r s . A r / i i r l l o s c o i n A a ^ a a Zanrjanc-h, Ahnaci >ihc\fik o r F r c d r i C I s s u e w i t h t h o s e a l o f the company. Kr.ArJ.x- H o s s e i n Aaaaw ftanganeh was b o r n i n 1 3 0 9 ( 1 9 5 0 ) • He i s m a r r i e d " " ( h i s ' k n o w l e d g e o f l a n g u a g e s " o t h e r t h a n P e r s i a n ; E n g l i s h and T r e n c h ) . A p i l o t b y p v o f e s s i o n who was f o r m e r l y p r a c t i s i n g h i s p r o f e s s i o n a s s u c h . E o h a 3 r e c e i v e d h i s secondary schooling l o c a l l y . Apart from h i s investment i n t h i o f i r m h e d o c 3 n o t a p p e a r t o p o s s e s s much o t h e r p e r s o n a l m e a n s o f h i s own. M r . A h m a d S h a f i k i s a b o u t 5 5 y e a r s o f a g e , who was f o r m e r l y t h e h u s b a n d o f P r i n c e s s A a h r a f P a h l a v i ( a s i s t e r o f H i s I m p e r i a l M a j e s t y t h e S h a h ) . Ho i s a n e x U n d e r - S e c r e t o r y o f t h o M i n i s t r y o f R o a d s & C o m m u n i c a t i o n s and w a s f o r m e r l y t h e G e n e r a l D i r e c t o r o f t h e C i v i l A v i a t i o n ( a G o v e r n m e n t owned organization). Ho wa3 f o r m e r l y a n E g y p t i a n o r i g i n who i 3 now a n a t u r a l i z e d Iranian subject. has been i n I r a n f o r about y e a r s and a p a r t f r o m h i e i n t e r e s t i n t h i o f i r m s i n c e a b o u t 1 9 5 0 ho has been t r a d i n g m a i n l y i n t h e n a m e s o f n u m e r o u s o t h e r f i r m s and i 3 a s h a r e h o l d e r i n , a d i r e c t o r o f d i f f e r e n t l o c a l c o n c e r n s i n c l u d i n g Bank K t t e b a r a t * r a n i n w h i c h h e i s t h o Chairman. M r . F r c d r i c I s s u e ( a n A s s y r i a n ) was b o r n i n 19<-3• He i s now m a r r i e d and h a s ' t h r e e c h i l d r e n ( h i s k n o w l e d g e o f l a n ^ u a ^ e s o t h e r t h a n A s s y r i a n , and P e r s i a n : E n g l i s h ) . h a s r e c e i v e d h i s primary s c h o o l i n g i n t h i s c o u n t r y and l a t e r h e w a s away i n A m e r i c a whero ho h a s s t u d i e d e l e c t r o n i c s i n a v i a tion. Ho r e t u r n e d t o I r a n f r o m A m e r i c a i n a b o u t 1 9 5 0 and s u b s e q u e n t l y w a s employed a s a r e p a i r e r o f r a d i o s . L a t e r by t h o f i n a n c i a l support o f an A m e r i c a n c i t i z e n h i e f i n a n c i a l p o s i t i o n was i m p r o v e d . Apart from h i s i n t e r e s t i n t h i s f i r m h e i s t h o p r i n c i p a l p a r t n e r a n d M a n a g e r o f I R A " R0l»h COMl'AHY L T D . o f 7 5 , A v c n p o ' F o r d o w n i , T e h e r a n ( r l i m i t e d l i a b i l i t y c o m p a n y " " w h i c h v;as r e g i s t e r e d i n T c h o r a n o n 2 0 t h J u l y 1 9 5 9 w i t h a c a p i t a l o f Rials A 'hey a r o 5 , 0 0 0 , 0 0 0 / - o f w h i c h 80;* h a s b e e n p a i d by h i m . the owners o f a ! n ^ n r c f w v ^ H n i ; f / . r f . o r v i n t h i n n l « c o f o r nroducinsr t e l c r r a u h i c / a c c o i m t a n c r j 369 :>>IuKXA'i? SAHAKI HAVAi'.T/MAl A i a - T A X I owner o f that Tho and a) concern)» ilain activities i n general They thoyare conduct PIPER P. A. 2 2 , C-'f7t some They are from o f Gli.^iiiCA^ interested an air-taxi and also I W V . M W . M i n the P.A.13, belong contract operating Teheran a A l l a! i t i n matters service s e v e n " p i PES o f v;hich commission b) (-Joatc.) aa city which heading: by their COMIlAllDi'JR:.." are a r c a s ir.Oo\i a t tlio o f Teheran s i x"ABHD t o others AIR-TA/.I mentioned operated three o n e "DACOTA" b y tho a 0:1 a basis; such pianos t o t h op r o v i n c i a l on a chartered towns o f SiilSAZ basis and f o r flights AJ3ADAN a n d return, journeys; c) Onc h a r t e r e d by d) e) When occasions arise, conditions places i n the They are They also are parts tenance and They v/ell 'part cians j they are also importing their are for apprentices, a f f a i r s suitable other quantities and a modern technical from-the air. o f equipments, f o rt h ec o n d u c t , America and plane3, services Material from t o basis; o f small othor f o ra i rt r a v e l f o r Teheran European organization servicing main- countries. and station, o f f i c e s etc. i n i n Teheran. employing professions and from spraying planes their advertisement passengers o f patients on a chartered planes maintaining nor/ accepting requirements own o f their Airport undertake planes; agricultural f o rt h e i r now Sane o r movements operation are a t times the country a s garages, various also handling o f Mehrabad They of they through health spare as basis a i rservice about including etcetera, ninety persons pilots, including assistants, i n their twenty office foreigners s t a f f , techni- a c t i v i t i e s . V/hen n e c e s s a r y , tho rcpairing3 o f the engines of their p l a n e a are handled outside this c o u n t r y . They are "LYCOMING" acting foreign Bankers: a s agents Bank Lttebarat Bank Melli Bank They have insured employees with Eiaeh Amongst The Tho their tho Iranian Melli O i l FicHs plan their Oil Iran, ^-au, oaderat regular national'Iranian in f o r Iran f o r "AERO COMMANDER" and f o r firms. Chief planes, Insurance and u f f i c e ; Naderi their Co., important Company Office; Chief Iran, Office business i n Teheran. premises and their Teheran. customers f o rp a s s e n g e r s , include: cargo, inspection natters, o f t h e country; Organization f o ra i r . p h o t o g r a p h y , etc. throughout t h o country; Other Oil in Operating different Differ-.jnt other ENTERPOSE, _ They It WILLIAM enjoying influential higher (* Translation from one formed their firms a good the the the i n exploration Gulf o f building and exploitation Area; contractors including etcetera. reputation. Company . i s supported morally jj b y important sources. Iranian f o r connercial i n which engaged Persian BROTHERS, that and now i n the Important i s believed s h a r e s , arid b.T/. are companies places fc1 Commercial purposes, Code: A joint capital o f which i s divided o f t h ofshat'eholders i s limited the responsibility stock company i s into t o sharer?). ninr rniivprnnir i r. r.n\' v i n r. ri l ni.nitj n,r u r o c i u c : J.U ir LCiUiTiWlMC/wiiuuiuHui. 370 C O N / I ^ ; : : y n \h Siu*3:?KAT S.CU.U1 EAVAPUYItAI ftXR-TAXI, N o r t h Kel.rabad A i r p o r t , T e h e r a n , I r a n (Tol.iros.611967 and 6 8 9 9 2 ) . Branches or s u b s i d i a r y o f f i c e s i n • the p r o v i n c i a l towns o f Abadan, Shiraz and Gorgan*/ / This i s Registration p e r i o d under a j o i n t s t o c k conpany which.was r e g i s t e r e d with D e p a r t m e n t i n " T o t i e r a n on 1 9 t h A u r i l 1 9 5 8 f o r an nujaber GOky f o r t h e f o l l o w i n g o b j e c t s : / the Companies' unlimited / To a c t a s f o r w a r d e r s o f p a s s e n g e r s / c a r g o and p o s t a l m a t e r i a l i n a i r i n I r a n and o u t s i d e t h i s c o u n t r y ; To h a n d l e photographical/scientific/advertising/ spraying a f f a i r s in the a i r j To p u r c h a s e / t o s e l l / t o r e n t / t o m o r t g a g e p l a n e s a n d o t h e r r e q u i r e m e n t s ' o f a v i a t i o n and t o o p e r a t e s a m e ; To t r a i n p i l o t s a n d ' t e c h n i c i a n s f o r p l a n e s ; To handle a l l kinds o f o t h e r a f f a i r s r e l a t i v e to a v i a t i o n . / The i n i t i a l r e g i s t e r e d / c a p i t a l o f R i a l s 6 , 0 0 0 , 0 0 0 / - was l a t e r r a i s e d t o R i a l s 1 0 , 0 0 0 , 0 0 0 / - and s u b s e q u e n t l y i t was a g a i n i n c r e a s e d t o i t s p r e s e n t amount of Rial's 2 0 , 0 0 0 , 0 0 0 / - d i v i d e d i n t o 200 nominal s h a r e s o f R i a l s 1 0 0 , 0 0 0 / - e a c h , ^ > 0 $ » p a i d u p and 50>S u n d e r t a k e n . „o The majority shareholders M r . A m i r H o s s e i n . Aazam Mr.Ahmad Sha'fik, Mr.Fredric /Issue, Kh h oorrrr^dm a i, Mr.T.K .. and members Zanganeh Inspector of .» - the board Maying Iranian of directors are: Director, subjects. A l l d o c u m e n t s , e t c . on b e h a l f o f t h e f i r m s h o u l d b e s i g n e d jointly b y a n y two o f M e s s r s . A m i r H o s s e i n Aazam Z a n g a n e h , A h a a d S h a f i k o r F r e d r i c I s s u e w i t h t h e s.&al o f t h e company. M r . A m i r Ho^ '-.n A a z a n Z a n g a n e h was b o r n i n I 3 0 9 ( 1 9 3 0 ) . lie i s married ( h i s k'u . rdge o f l a n g u a g e s o t h e r t h a n P e r s i a n : E n g l i s h a n d French). A p i l o t b y p r o f e s s i o n who w a s f o r m e r l y p r a c t i s i n g h i s p r o f e s sion as such/ He h a s r e c e i v e d h i s s e c o n d a r y s c h o o l i n g l o c a l l y . Apart f r o m h i e i n v e s t m e n t i n t h i s f i r ^ i h e d o e s n o t a p p e a r t o p o s s e s s much o t h e r p e r s o n a l means o f h i s ovm. M r . A h m a d S h a f i k i s a b o u t 5 5 y e a r s o f a g e , who was f o r m e r l y t h e h u s b a n d o;f P r i n c e s s A s h r a f P a h l a y i ( a s i s t e r o f H i s I m p e r i a l M a j e s t y t h e Shah), jje i s a n e x U n d e r - S e c r e t a r y o f t h e M i n i s t r y o f R o a d s & Communicat i o n s a d d v.as f o r m e r l y t h e ( G e n e r a l D i r e c t o r o f t h e C i v i l A v i a t i o n ( a G o v e r n m e n t owned o r g a n i z a t i o n ) . He w a s f o r m e r l y a n E g y p t i a n o r i g i n who i s a naturalized Iranian subject. He h a s b e e n i n I r a n f o r a b o u t 2 6 y e a r a and a p a r t f r o m h i s i n t e r e s t i n t h i s f i r m s i n c e a b o u t 1 9 5 0 h e h a s b e e n t r a d i n g m a i n l y i n t h e n*.ues o f n u m e r o u s o t h e r f i r m s and i 3 a s h a r e h o l d e r i n , a d i r e c t o r o f d i f f e r e n t l o c a l c o n c e r n s i n c l u d i n g Bank S t t e b a r a t I r a n i n whicn he i s t h e C h a i r m a n . M r . F r e d r i c I s s u e ( a n A s s y r i a n ) was b o r n i n 1 9 2 8 , He i s now m a r r i e d ancf h a s t h r e e c h i l d r e n ( h i s k n o w l e d g e o f l a n g u a g e s o t h e r t h a n A s s y r i a n and Persian; English) . He h a s r e c e i v e d h i s p r i a a r y s c h o o l i n g .in t h i s c o u n t r y Ad ' l a t e r h o w a s away i n Ar.ieri - . w h e r e he h a s s t u d i e d e l e c t r o n i c s * n a v i a tion> He r e t u r n e d t o I r a n frora - . . - . e r i c a i n a b o u t 1 9 5 0 and s u b s e q u e n t l y was employed a s a r e p a i r e r of r a d i o s . L a t e r b y th.? f i n a n c i a l s u p p o r t o f a n 371 SM-iiXAT ii.\)l;-MX ] I A V A ^ ; Y ' ; A I A32-TAXI / (Contd.) A f r i c a n c i t i z e n h i s f i n a n c i a l p o s i t J on was i r . i p r o v « Apart fro:;; h i s int e r c u t i n t h i s f i r m h e i a t h e p r i n c i p a l p a r t n e r a . i d I ' a n a g o r o f IkAtf KOT.L COIi.'AKY L T D . o f 7 5 » A v e n u e F e r d o w s i , T e h o r a a ( a l i m i t e d liabiliTy""co:n.rany which T a s " r e g i s t e r e d with the Companies' I i o g i s t i - a t i o n Department i n Tohor . 1 on 2 0 t h J u l y 1 9 5 9 w i t h a c a p i t a l o f R i a l s 5 , 0 0 0 , 0 0 0 / - o f which 8 0 % has be: i p a i d by h i m . They a r e t h e owners of a paper corivorting f a c t o r y i n this p l a c e f o r p r o d u c i n g t e l e g r a p h i c / a c c o u n t a n c y / t e l . a - - t y p c / g u r a p a p e r s a s w e l l re paper b a g s . I t i s s a i d t h a t the p r e s e n t w o r t h , o f t h i s f i r a i s r:cro t h a n t h a t r e g i s t e r e d and he i s t h e a c k n o w l e d g e d owner o f t h a t concern)* below a) T h e m a i n a c t i v i t i e s o f SHS2KAT 3 AH AM I IIAVj I«AVA?i~Y!fAI A I R - T A X I a r e a s and i n g e n e r a l t h e y a r e i n t e r e s t e d i n / m a t t o r s a s m e n t i o n e d a t t h e They conduct an air-taxi service in the city of Teheran by PIPER P . A . 2 2 , s e v e n PIPER P . A . 1 8 , s i x "AERO COMMANDERS" C - ^ 7 , some o f v/hich b e l o n g to o t h e r s w h i c h a r e o p e r a t e d commission and c o n t r a c t b a s i s ; / their throe o n e "DACOTA" b y them o n a i b) They a r o o p e r a t i n g a l a o ^ ^ v ? - ^ p l a n e s on from Teheran, t o t h e p r o v i n c i a l towns return journeys; c) On c h a r t e r e d by air basis service they through also the at times sarr.e a chartered basie for flights o f S K I R A Z a n d A3ADAN a n d undertake planes; advertisement affaix-s 372 SHiJRKAT SAHAMI l^VAPEWAI They employees insured their planes, B i r t o h Me H i I n s u r a n c e have with Amongst their regular The National Iranian matters, in the Tho Iranian the Other Oil Oil Operating other ENTERPOSE, They are companies places (* enjoying into customers for air now engaged Translation from formed shares to ey/. for and their the and their include: cargo, photography, firms Persian of BROTHERS, a good inspection etc. throughout in Gulf building exploration and exploitation Area; contractors including etcetera. reputation. R the higher1 limited important premises . influential one in important WILLIAM Probably ^•©•b^-stMatift^ is their business C o . , .Teheran. Company f o r p a s s e n g e r s , F i e l d s of tho country; Organization different Different and and (Co.utd*) country| Oil in Plan AIR-TAXI the Iranian commercial in Company is supported morally by important H sources* which shares). the B Connercial purposes, the responsibility Code: A capital of of the joint which stock corapany i s " divicfodf shareholders is SHSaKAT SAlvAHI North HAVAPatfMAI Hehr£lba(1 AIP.-i'AXI, Airport# # This i s Registration u n d e r number To Teheran. Irsn (Tel.Kos.61x967 and 6 3 9 9 2 ) . Branches the p r o v i n c i a l towns ' or of subsidiary offices Abadan, S h i r a z and a . j o i n t s t o c k company w h i c h was r e g i s t e r e d a i t h D e p a r t / s e n t i n l~ehoron on 1 9 t h A p r i l 1 9 5 8 f o r an 6.0^7 f o r t h e f o l l o w i n g objects: handle plotographical/scientif spraying To affairs in purchase/to and other To the ic/advertising/ air; sell/to mortgage rent/to^kyxKiksaafcx requirecents operate of aviation and planes to sase; train pilots and technicians To h a n d l e a l l k i n d s to aviation. of other for fcKltxxKiiXKK&sxjcakBXX 'fhe m a j o r i t y All Issue with cf the schooling fi ^ of is to seal of Hgssftin knowledge appear e t c . . on Hessrs.Amir profession dary shareholders documents, two Mr.Amir (his fully paid and relative N was 100 later raised s h a r e s of Rials up. members of the board of directors are: M r . A m i r H o s s e i n Aazam Z a n g a n e h •• Chairman & Managing D i r e c t o r Mr.Ahmad S h a f i k . . Vice-Chairman, Mr.Fredric Issue, Xx^XgggKsxgxxiOtgSx*** Inspector - Iranian subjects. Mr.T.Khorrant any now planes} affairs The i n i t i a l r e g i s t e r e d c a p i t a l o f - R i a l s 6 , 0 0 0 , 0 0 0 / t o i t s p r e s e n t amount o f R i a l s 1 0 , 0 0 0 , 0 0 0 / - d i v i d e d i n t o 100,000/each by the C o m p a n i e s ' unlimited porlod a c t a 3 f o r w a r d e r s o f p a s s e n g e r s / c a r g o end p o s t a l m a t e r i a l i n a i r i n I r a n and o u t s i d e t h i s country; To . by in Gorgan. of of company. Aoz,?.m Zanganeh other the Aazam the l&nguagos who w a s firm was b o r n than should ^anganeh, In Apart much o t h e r from his personal be Ahmad 1309 xnvestment means of his ae°fias in signed Shafik (1930), Persian:^r.glish formerl^1xxj?xIyitlAasSsScE.e locally. possess behalf Hossein and jointly or Ho Fredric is this married -French). received firm ho his A pll secon does not own. Mr.Ahmad S h a f i k i s about ^ y e a r s o f a g e , who w a s f o r m e r l y t h e h u s b a n c H« P r i n c e s s 1Aahraf P a h l a v i (a s i s t e r of His I m p e r i a l M a j e s t y the S h a h ) . a n e x U i y & r - S e c r e t a r y o f t h e M i n i s t r y o f ^ o a d s 2c C o m m u n i c a t i o n s a n d w a s f o r m e r l y t h e G e n e r a l ^ i r e c t o r o f t h e ^ i v l l A v i a t i o n ( a Government owned organization). He w a s f o r m e r l y a n E g y p t i a n o r i g i n who i s n o w a n a t u i y L i z e d Iranian subject. B e h a s b e e n i n I r a n f o r a b o u t 26 y e a r s a n d a p a r t f r o m h i I n t e r e s t i n t h i s f i r m s i n c e about 1 9 5 0 he has been t r a d i n g mainly in the names o f n u m e r o u s o t h e r f i r m s and i s a s h a r e h o l d e r i n , s e e d .a d i r e c t o r o f .. different i n c l u d i n g B a n k E t t e b a r a t I t a n x n whxcTx "he Chairman. local concerns* la t. 374 and has three Persian: and children *ngli later he was Chi« 11 q h). 8 ov.ay h:sa in > r j » „ . .. .sc*ivpd°'-- • A f r i c a -,0 »;, " oi • i d t o Iran from America in 0 b < - t 0 as a repairer of ra-Uos. L a t e r b y < ha f i » » ? c i t i z e n h i s f i n a n c i a l p o s i t i o n was W ^ v ^ ' f i r , he i s t h e Avenue Fordo**!,- T e h o r , n (a l i m i t e d l i J d e ' \ \ . ° - / * , °f . ^ r t ^ - " ' A - J 1A l c j t n in o y fcbl, f of this place tt . C i 5 The ' a) for teroQw: main J They producing he is the activities of SKfiHKAT SAHAMI L conduct and T L service PIPER P . A . 2 2 piassaa, seven xsdt o n e "DACOTA" f«xx some A± a C- ^ 7 , p i h They On x are e) operating from return When city to of others such the that six which ^ concern). AI3-TAXI mentioned Teheran PIPER P . A . l S , to of ™ by at the their bead i n g ^ three "AERO C O ^ N D S a S " are k aaai x 3 yJ: h a operated by * J them basis; planes as on provincial aQ£hartered towns basis SHIRAZ and for AEADAN journeys; by basis air occasions places vr. t h e or are at the times same accepting movements country handling also through arise,they conditions also t h e y sane service health They are air*. also - the k x k k i k h x i: k x x k h x f x r. :t belong Teheran chartered affairs d) which in owner l HAVAPEYKU l n c o m m i s s i o n c o n t r a c t A flights and of acknowledged i n U r e 6 U d air-taxi on c) . an Uxi*iz&x&±x±usx b) ™ ln t e l e g r a p h i c / a c c o un t a n c y / t e l e also on xagKismc of a undertaking advertisement planes; passengers patients chartered agricultural for from air Teheran travel to for other basis; sprayirvr£ services?: from the equipments, They parts and a for - importing their operation* their own p l a n e s of their requirements and other planes of small material from for quantities the of/spare conduct,znri Arr.erica2fx22xxici and maintenance European countries, now They are^/inaintaining s u i r xble f and offices Mehrabad as well Airport as in £ o r fc£fxxKa¥XKs:i2EX their and are now organization garages,^technical servicing station, stc. in part Teheran. including They a modern planes, employing about ninety persons^of twenty foreigners various professions XHxifcsrKX-affxKfcsc including pilots, in activities. their assistants, When n e c e s s a r y , handled outside They "LYCOMING" are with have the engines of apprentices, their as agents for Iran for planes " A E R O COMMANDER" Bank E t t e b a r a t I r a n , C h i e f Office; Bank M e l l i I r a n , C h i e f Office; Bank S a d e r a t I r a n , N a d e r i O f f i c e etcet« are and for in Teheran. . insured Bimeh M e l l i of technicians, firms. ua^iGSof They repairings staff, country. acting foreign Bankers: fie^eas^ the this office their Insurance planes, Co., their Teheran. business premises and their e c 375 Amongst i'he their regular and important custor.ors N a t i o n a l I r a n i a n O i l Company f o r p a s s e n g e r s , in the O i l F i e l d s of the country; The I r a n i a n country; Other Plan Oil Organization Operating exploitation in Different companies different other ENTERPOSE, for.air important WILLIAM cargo, photography, now places include: engaged in in etc. nutters, throughout exploration the Persian building firms inspection Gulf of^/contractors tho and Area; including BROTHERS, etcetera. They It and (* is are enjoying believed influential Translation that higher from a the good the reputation. Company is supported morally by important sources. Iranian Commercial Teheran, Code; A joint Iran, 15th July 1965. stock'corapany is' 376 SR3RXA T S All AM I HAVAPiCYMAl A I R - T A> yj-r-J.:Mohrabad y [ •' * ^ J ^ act as Tehtrm. Iran and 6 8 9 9 2 ) . (Tel.No3.611967 • This i s Registration under, number To Airport, / a . j o i n t s t o c k company w h i c h was. r e g i s t e r e d w i t h D e p a r t n e n t i n T e h e r a n on 1 9 t h A p r i l 1 9 5 3 f o r an 60^7 f o r the f o l l o w i n g objects: forwarders of ' I a'n'd ' passengers/cargo the Companies* unlimited nerii ' postal m a t e r i a l i n a i r i n I r a n a n d o u t s i d e t h i s c o u n t r y } -J ' > . To h a n d l e p t o t o g r a p h i c a l / s c i e n t i f i c / a d v e r t i s i n g / { . s p r a y i n g a f f a i r s in the air'; . - — ' v ' < » » * * • • To p u r c h a s e / t o s e l l / t o ^ / r e n t / t o h y p o t h e c a t e p l a n e s . and o t h e r r e q u i r e m e n t s o f a v i a t i o n and t o / , ..* ' . . ' . >' ' *- 1 , ' o p e r a t e same; / ••" . . . " ' , J' ' ' '' To t r a i n p i l o t s and t e c h n i c i a n s f o r p l a n e s ; ' .. To h a n d l e a l l k i n d s o f o t h e r a f f a i r s relative . M • / ' 1 to aviation, ' The i n i t i a l r e g i s t e r e d c a p i t a l o f R i a l s 6 , 0 0 0 , 0 0 0 / - was l a t e r raised t o i t s p r e s e n t amount o f , R i a l s 1 0 , 0 0 0 , 0 0 0 / - d i v i d e d i n t o 1 0 0 s h a r e s ' of Rial, 1 0 0 , 0 0 0 / - e a c h o f w h i c h ^ C a l a i s 8 , 0 0 0 , 0 0 0 / - ) h a s now b e e n p a i d up a n d t J l j ' * . * ±, t ' balance undertaken. / ' The majority shareholders and members of the Mr.Amir Hossein"Aazam Zanganeh" U Mr*Ahmad S h a f i k Vice-Chaircan, ;', y by , - Mr.Fredric ' tfrfttocshang Ainini-RaA . . A l l dcany two Issue seal M r . A < .. ^ H n s s e i n to Chairman - possess of the company* x Aasam Z a n j ^ h was b o r n much o t l ^ r personal of directors & «Mana*ir.* " orot 3 - Xr.apoc t or - Tr*at».n . " . a e n t o , e t c . e n b e h n l f o t tYi«» f l r » ? M e s s r s . A m i r H o s s e i n Aazam ^ a n g w t h , witty7.he app«*'r Issue, beard means W Afcn&l •( •»-1 -5 ^ in of 130? his v <Cl919>. Hj is f .. married own, • / j f c , M . „ a d S h a f i k i s a b o u t - 5 5 y e a r s o f a g e , who w a s f o r m e r l y the'husban, O f / P r l l ^ n L s h r a S Pahlavi ( a s i s t e r " of His I m p e r i a l Majesty the ^ * . U ** U n o r - S Q C r e t a r y o f t h e M i n i s t r y o f * o a d s 2c C o m m u n i c a t i o n s a n d v a s -.'nrwri7 tho G e n e r a l E r e c t o r o f t h e c i v i l A v i a t i o n ( a Government owned aartlon). Ho w a s f o r m e r l y a n " E g y p t i a n o r i g i n , who i s now a n a t u r l i z e d Eo h a s b e e n i n I r a n f o r a b o u t 2 5 y e a r s ' a n d a p a r t f r o m h i : l a t h U f i r m s i n c e about 1 9 5 0 he has been" t r a d i n g m a i n l y i n the v f r.w»$r©ui> o t h e r f i r m s a n d i s a s h a r e h o l d e r i n a n d a d i r e c t o r o f l « c * l cone or no* - : * 377 ' SH3SKAT SAJIAMI IIAVAPfiYtfAl A I R - T A X I (Ccrtd.) / Sometime a g o t h e y were i n t e r e s t e d t o s e c u r e the agency f o r f o r c e r t a i n f o r e i g n f i r m s and t o commence t o i c s p o r t t h e i r g o o d s G o v e r n m e n t D e p a r t m e n t s and o t h e r s o n a c o m m i s s i o n b a s i ' s . ) j / f t t f Bankers* / y ' * For the present operating an Reputation: Translatioft (* is one into formed shares limited ... 1 this firm is air-taxi service good, the from for and to ' / : < • J the which in line Iranian commercial in their in the sole concern this of their the its kind Commercial Code1 of V9 > v ^ * of the ^ ^ A joint capital responsibility t who activity. / W V £ ^ g country. purposes,/the shares). of C ^ - Bank E t t e b a r a t I r a n ; / Bank M e l l i I r a n , C h i e f O f f i c e ; / Bank P a r s - , - C h i e f - O f f i c e - in. T e h e r a n * # are :> s Iran for - which stock i«i shareholders conpany, divided is N f / V — DACOTTA 4 AERO COMMANDERS " t e l 0 n & t f - ' . From T c - h e r a n S In ca;.;, ; t 0 HI:UZ ° lt X 1 operation "n.ni.aioh basis. as n e £ n M a r i ° t h e r s n » ABABAN charter basis. as per a-.-eer-.ent. charters. t Regular Mainly such have All are chartering America, and f r o m European and h a n d l i n g s a l e s . for constructed - part employees such as aviators tashkilat including o f Mehrabad daftari, , te for va countries tassissat offices, Port Area technicians s e r v i n g through t h i s Sherkat engine repairings. Agent , agric from SHERXAT TASh'XILAT 90 theh in this equipments mohajaz aeroplane is. of place which 2 0 handled. and m o d e r n garage, are / servicing foreign Except tamirat AERO COMMANDER LY LYCOMING, etc. BK ETTriSIRAN CO SADSRAT IRAN N A DERI From H i g h e r s o u r c e s G o v e r o r o t h e r are bout H i s . 8 0 / 1 0 0 , O O o . O O o a c t u a l c a p i t a l sbeing have. supported. .. , , , , ^ ^ bldg/pn station,/ i 378 SH2R/AV S Ail A MI KAVA'P&xYIAl A l t f - T A X I (Cor.-t*. > > V- : M r . F r o d r i c I a nn e ( a n A s s y r i a n ) w a s b o r n I n 1 9 2 3 . He i s now i-r-rri.\-d a n d h a s t h r e e c h i l d r e n ( h i s k n o w l e d g e o f l a n g u a g e s o t h e r t h a n A s s y r i a n .-<nd Persian: English), He h a s r e c e i v e d h i s p r i m a r y s c h o o l i n g i n t h i s c o u n t r y and l a t e r ha w a s away i n A m e r i c a , w h e r e he h a s s t u d i e d e l e c t r o n i c s i n a v i a t i o n rotuxmed t o I r a n from A m e r i c a i n a b o u t 1 9 5 0 a n d ^ s u b s e q u e n t l y was e m p l o y e d as a repairer of radios. L a t e r b y t h e f i n a n c i a l s u p p o r t o f an A m e r i c a n A p a r t fro-a h i s i n t e r e s t i n t h i : c i t i z e n h i s f i n a n c i a l p o s i t i o n was i m p r o v e d . f i r m h e i s t h e p r i n c i p a l p a r t n e r and M a n a g e r o f /ii?AK ROLL CC.hVJjY L T D . o f 7 Avenue F o r d o w s i , T e h e r < n ( a l i m i t e d l i a b i l i t y company r-hich was r e g i s t e r e d : T e h e r a n o n 2 0 t h J u l y 1 9 5 9 w i t h a c a p i t a l o f ^ i s l s 5 , 0 0 0 , 0 0 0 / - o f w h i c h 80,S has been p a i d by him. They a r e the owners o f a p a p e r c o n v e r t i n g f a c t o r y i n t h i s p l a c e f o r p r o d u c i n g t e l e g r a p h i c / a c c o u n t a n c y / t e l e - t y p e / g u r a p a p e r s a s wei: as paper b a g s . I t I s s a i d t h a t t h e p r e s e n t ' ' w o r t h o f t h i s f i r m i s more t h a n that r e g i s t e r e d ) . f ... <*«-• T h e m a i n a c t i v i t i e s o f SK.-:iSLVT._SAHA;*I B A V A P £ X £ & I _ A I R - T A X I a r e a s b e l o w in g e n e r a l they are i n t e r e s t e d in matters as nentioned at the heading: J& i V V;v a ) T h e y c o n d u c t an a i r - t a x i s e r v i c e i n t h e c i t y o f T e h e r a n b y t h e i r f e w 1 s s w i l l - p l a n e s ( P . A . 2 2 , "TRIPSYSER ' and• " P l P S a v m o d e l s , - t h r e e "AERO S COMMANDERS" and o n e "DACOTA" C - ^ 7 ) w h i c h t h e y j h a v e p u r c h a s e d from A m e r i c a ; , ... , . » C * f) . ^ L and f b) ' ' * * " . v ' t ^ ' •• ' At t i m e s t h e y a c c e p t p a s s e n g e r s from T e h e r a n 'ta&abhev d e s t i n a t i o n s in the country such as^jS.au.th^of—Iran~but-so--far-th-y-have*nfoT" —^oper^t^H suc'h^ir-?egnTar—c6rvice;' j' y " ) c) At t i m e s t h e y are undertaking a d v e r t i s e m e n t a f f a i r s by a i r s e r v i c e w h i c h a r e h a n d l e d by t h e i r above m e n t i o n e d -sjj-^ll p l a n e s ; . d) At times they accept passengers f o r air t r a v e l for health conditions or movements o f p a t i e n t s from T e h e r a n t o o t h e r p l a c e s i n t h e c o u n t r y where r j f i ^ J J i e x ^ i x J L i n e s - o p e r a t e . I N such c a s e s they are c h a r t e r i n g their planes; . . f - I e) VjazyjS&t gujpo f) They 30~\0p/r±e tho.ir-.few othtfr"""PIPfiR" / p l a n e S / f o r a l o c a l f i r m s / ( B . . . ; .HAHR- / iiX: USTRiAL C 0 , ) - b n a c h a r t e r e d b a s x s f o V - - s p r a y i n g p u r p o s e s . dom t h e y o p e r a t e 0 t h e i r ~ p l 5 . n e s . _ f o r ol?7~etc % when-necessary; agricultural spraying They import t h e i r r e q u i r e m e n t s c f v e r y s m a l l n a t u r e such a s spare p a r t s f o r t h e i r p l a n e s and o t h e r m a t e r i a l f o r t h e c o n d u c t o f their o p e r a t i o n s f o r the above purposes from Germany and E n g l a n d * • They employ therein servicing -i—J> are > now l o c a t e d a station » vy r -- in few p e r s o n s . for the ; / >• y ^ '*> suitable They repairing rented also of offices maintain their in planes, in that y ; ' Mehrabad place . A a . £rp 0 r t t. technics y/- 379 lfov.{&~K<rhra V.-r * - A-iv,-;o su U I t<•-Tt n m I c «Jt r 3 planes 7 PIPER 6 AERO 1 have ^ ' 110 j ^ l i as per f-.o ^ P,A.l8 COMMANDERS have C.-k7 DACOTTA k PIPERP.A.22- , ASRO COMMANDERS under nazar belonging From Teheran In Regular Mainly such AIR to TAXI negahdari others SHIRAZ on a ABADAN cas*. , t h e n are and operation commission charter chartering basis, basis, as agreement. charters. , a^ric from Afflei~.'ca, and and handling from European countries equipments sales. SHSRXAT TASH/CILAT f o r t a s h k i l a t va t a s s i s s a t mohajaz have constructed including o f f i c e s , aeroplane - p a r t of Mehrabad P o r t Area is. and modern garage, servicing 90 are All employees such as aviators daftari, , te technicians s e r v i n g through t h i s Sherkat engine repairings. Agent for in this of place which 20 handled. statioi foreign Except tarnirat j y AERO COMMANDER LY LYCOMING, BK ETTEBIRAN CO / etc. SADKRAT / IRAN NADERI From H i g h e r s o u r c e s G o v e r o r o t h e r are sbeing bout R I s . 8 0 / 1 0 0 , 0 0 0 , 0 0 0 actual capital, have. / supported. _ T ^ H MiuLLI . bldg/p ' 380 CCSi"'i J K M ' I A L / W ' SHS3XAY-SAHAXI- HAVAP2YMAI 75 (ox i / • / / AIK-'fAXI, 5 0 0 ) , K'niaban F r d o . v s i , T e h e r a n , w i t h in Teheran, Iran (Tel.i;o.45-03). • T h i s i s a j o i n t s t o c k company w h i c h A p r i l 1 9 5 3 f o r an u n l i m i t e d perio'd under objects: a Branch Office was r e g i s t e r e d i n T e h e r a n on 1 9 t h . number § 6 ^ 7 f o r t h e f o l l o w i n g / / To o p e r a t e a n a i r t r a v e l s e r v i c e , f To a c t a s f o r w a r d i n g a g e n t s b y a i r and t o u n d e r t a k e o t h e r activities / relative thereto; To p u r c h a s e , t o s o i l o r t o r e n t p l a n e s ; / To u n d e r t a k e o t h e r a i r w a y s e r v i c e s and t o / e s t a b l i s h r e p r e s e n t a t i o n f o r air trafficj / To u n d e r t a k e o t h e r f r e e a i r a c t i v i t i e s r e l a t i v e t o i m p o r t s , exports, and i f n e c ^ e s s a r y t o i n v e s t f o r e i g n c a p i t a l s a c c o r d i n g t o r e g u l a t i o n s , etc. . / /' of Registered capital: R i a l s 6 , 0 0 6 , 0 0 0 / - d i v i d e d i n t o 200 nominal R i a l s 3 0 , 0 0 0 / - e a c h , 2 / 3 r d s p a i d - u p and t h e b a l a n c e u n d e r t a k e n . The m a j o r i t y shareholders and member • o f the board of shares directors are: Mr.Aftir Hossein Aazaj/Zanganeh " Ahmad S h a f i k / .. .. Chairman & Managing Vice-chairman, Director, " " .. Inspector subjects". Frederic Hooshang Issue,/ Aaini.?Rad - Iranian / A l l d o c u m e n t s , e t c . oiy b e h a l f o f t h e f i r m a n y two o f " M e s s r s . A m i r H o s s e i n Aaaam Z a n g a n e h , I s s u e w i t h ' ae s e a l o f t h e company. ^ ^ should be s i g n e d Ahmad S h a f i g h o r j o i n t l y by Frederic Mr.Amir H o s ^ o i ' . Aa/am Zanganeh i s years of age ( h i s knowledge of l a n g u a g e s o ' h e r t h a n P e r s i a n : E n g l i s h and F r e n c h ) . A p i l o t b y p r o f e s s i o n wh< has receivf : h i s t r a i n i n g as such i n France. He h a s a l s o s t u d i e d a d m i n i s t r a t i o n in av/.ation. H e - r e t u r n e d t o I r a n from Europe i n 1 9 5 ^ and b e f o r e t h e f o r m a t i o n o f t h i s f i r m was e n g a g e d i n a g r i c u l t u r a l affairs. / Kr.Ahmed S h a f x k i s y e a r s o f a g e who was f o r m e r l y t h e h u s b a n d o f P r i n c e s s Ashr&f I-'ahlavi ( a s i s t e r of His I m p e r i a l M a j e s t y the S h a h ) . He i s an e x U n d e r - S e c r e t a r y o f t h e M i n i s t r y o f Roads & C o m m u n i c a t i o n s and was / f o r m e r l y the G e n e r a l d i r e c t o r o f the C i v i l A v i a t i o n ( a Government o r g a n i z a - / tion). A p a r t f r o m h i s i n t e r e s t i n t h i s f i r m he i s a l s o a s h a r e h o l d e r , /' v d i r e c t o r o r the' chairman of v a r i o u s l o c a l f i r m s i n c l u d i n g : / ' S R S R K A T ~ S A H A M / - H A V A P E Y M A I J P A R S • ( P A R S - A I R i V A Y 3 ^ C 0 VLTD.')i ? ir.,MAH L L O Y ^ C O . , IR.'-MAK NATIONAL SHIPPING C O . . , , , • IKkN . I 0 N A L IKSURAKC3 C O . , - 3 ) , } 1 ^ J SEiRKAT SAtTAMI AMIRAN, * T • ' BANK ETiKBARAT I R A N , PERSIAN oliIPPING S E R V I C E S , IRANIAN -TRAVEL-AGENCY-JIITAM, VACO LUG* RUBBER INDUSTRIES ( I R A N ) L T D . , e t c . He h a s / t h e maintaining reputation sound / LTD., of being a hard relations, with worker, certain j ' ' energetic influential and appears sources to be locally. i I s s u e i s ^.hr y e a r s o f a g e ( h i s k n o w l e d g e o f l a n g u a g e s o t h e r >;Mr.Frederic than* A s s y r i a n and P e r s i a n : ' E n g l i s h ) . He h a s s t u d i e d e l e c t r i c a n d r a d i o / a v i a t i o n mechanism i n A m e r i c a . He r e t u r n e d t o t h i s c o u n t r y f r o m A m e r i c a i n I a b e u t 1 9 ^ 9 and b e f o r e t h e f o r m a t i o n o f t h i s f i r m ..as e m p l o y e d on a s a l a r y b a s i s by Mehrabad A i r p o r t of T e h e r a n . F o r m e r l y h e was a c t i n g a s a r a d i o r e p a i r e r and i t i s s a i d t h a t t h r o u g h t h e s u p p o r t o f t h e h u s b a n d ( a n A m e r i c a n ^ / c i t i z e n ) o f a s i s t e r o f h i s he h a s i n p r o v e d i n 3 i v i n g conditions. The activities of SKERKAT SAHAKI KAVAPEIMAI AIR-TAXI are as below: 381 SR'£oaAT SAHAMI HAVAPEYKAI AI'1-TAXI (Contd . ) a) T h e y c o n d u c t an a i r - t a x i s e r v i c e i n t h e c i t y ' o f T e h e r a n . .. I t i s - s a i d t h a t t h e y a r e t h e o w n e r s o f f o u r s m a l l p l a r . e s ( p . A . 2 2 " " T R i r i J Y S o . - i " ' .-in " P I P E R " r o d e l s , t h r e e "AERO C0!!;1A?IDERS" and o n e " D A C O T A " C - h ? ) w h i c h t h e y have purchased from A m e r i c a ; b) Very seldom they in the country sttch a r e g u l a r c) At times which they are a c c e p t p a s s e n g e r s from Teheran f o r o t h e r destinations such as South of Iran but so f a r they have not o p e r a t e service; ./ are / undertaking handled by their advertisement above affairs mentioned % small ' / by air service planes; * d) Very seldom they accept passengers f o r a i r t r a v e l f o r h e a l t h conditions o r movements of p a t i e n t s from Teheran t o o.ther p l a c e s i n the c o u n t r y w h e r e no o t h e r a i r l i n e s o p e r a t e . In s u c h / c a s e s they are c h a r t e r i n g their planes; / e) Very seldom they operate when n e c e s s a r y . their planes / for J agricultural purposes, etc. f ... hey import t h e i r parts for their planes f o r the above purposes requirements of v / r y s m a l l nature such as spare and o t h e r m a t e r i a l f o r t h e c o n d u c t o f t h e i r o p e r a t i c f r o m A m e r i c a , Germany a n d E n g l a n d . . T h e y a r e l o c a t e d i n o f f i c e s i n t £ e fox*m o f f o u r rooms' i n the. t h i r d upper f l o o r o f a b u i l d i n g at 7 5 ( e x / § 0 0 ) , Khiaban Ferdo.ssi, Teheran a business d i s t r i c t . T h e y a r e e m p l o y i n g t h e r e i n some c l e r i c a l and m e n i a l x staff. . bY-ACflt-jtcd for for sf f S o m e t i m e a g o t h e y w e r e eTvd-eav-oaxing t o s e c u r e t h e , s a l _ e A p z t e ' - s o n t art i o i I r a n " o r c e r t a i n f o r e i g n f i r ^ n s and t o commence t o i m p o r t t h e i r g o o d s <»over. \ent D e p a r t m e n t s and . . o t h e r s on a c o m m i s s i o n b a s i s . Bankers: \ \ Bank M e l l i I r a i , C h i e f O f f i c e ; Bank E t t e b a r a i I r a n ; Bank P a r s , C h i e f O f f i c e - i n T e h e r a n . / t Fov operating ?>..:• y has the present an this air-taxi are 7 ? C i o n enjoying firm service a'" g o o d is in the sole Teheran reputation F A C T QJCXJC^ . concern with and . . of their so ... far its few kind small nothing who are planes. unfavourable bo-ii heara r e g a r d i n g t n e l r b u s i n e s s activities. In the ooinion of/consulted'• sources^possibly : kkxicaxb.kl:3;^X§tftxfeh:acfe/ihey a r e r e c e i v i n g some t e c h n i c a l s u p p o r t f r o m S a r l a s h k a r K h a t a m i ( a ^ s e n i o r I r a n i a n army o f f i c e r i n t h e I r a n i a n R o y a l A i r * ' o r c e ) who h a s p o s s i b l y a n i n d i r e c t i n t e r e s t i n t h i s c o n c e r n . T h e f i r m IRAW^ROLL C O . L T D . ( a l i m i t e d l i a b i l i t y c o m p a n y w h i c h i s ov/ned m a i n l y b y My*. F r e d e r i c I s s u e ) a r e a l s o l o c a t e d i n t h e s a n e o f f i c e s a t t h e h e a d i n g a d d r e s s and t h e same e m p l o y e e s a r e a l s o h a n d l i n g t h e pf t h i s f i r m t o o . ( • T r a n s l a t i o n .itom the ^ r a n i a n Commercial Code: A j o i n t 3 t o c k company i s one formed f o r c o m m e r c i a l p u r p o s e s , the c a p i t a l o f which i s d i v i d e d i n t o s h a r e s , a n d i n w h i c h t h e r e s p o n s i b i l i t y o f t h e s h a r e h o l d .,?s i s l i m i t e d t o their shares). 25-067 O - 78 - 25 382 a SiI2-.iKAT S A H A ' i I HAVAP^'iMAl Mohrabad This April To is 1958 a operate an To. a c t as air travel forwarding activities To stock Teheran, which was period under number purchase, To agents to sell undertake To by air and or other to .The initial The registered amount each of of majority other Mr.Amir Hossein " Ahmad S h a f i k All any " Hooshiang documents, two with Fredric of the Hes seal etc. the 19th objects: / and traffic; to establish ^ free air activities and if according / of Rials paid up and members into and the the to was 100 board later has of foreign etc. shares bdance to invest regulations, 6,000,000/- of relative necessary, to Aazam Z a n g a n e h .. Chairman i t Vice-Chairman, Amini on following other exports, been Issue, s.Amir c-: planes; 10,000,000/-/clivided 60% has shareholders " undertake services for" a i r capital Rials which to rent airway handle Teheran the / capitals present f?** / imports, its 60't? thereto; representation 100,000/- registered^xn service; relative • Iran. company an u n l i m i t e d . v . ' / AIR-TAXI, Airport, joint for ' raised of directors & Managing. to Rials been undertaken. arex Director, / Rad .. on b e ^ l l f Hossein Inspector of Aasam the firm - Iranian should Zanganeh, be Ahmad subjects. signed Shafik jointly or Fredric by Issue/ V (s ' compan^.< M r « A m i r V o s e i n Aazata Z a n g a n e h i s years of age, married (his knowledge1 of languages h e r " t h a n ^ P e r s i a n : E n g l i s h and F r e n c h ) . A p i l o t by p r o f e s s i o n who w a s f o r m ; Ly e m p l o y e d a s s u c h . He h a s r e c e i v e d h i s s e c o n d a r y schooling locally. A p a r t from h i s i n v e s t m e n t i n t h i s f i r m he does not a p p e a r t o p o s s e s s much o t h e r p e r s o n a l y a e a n s o f h i s own. M r . A h m a d S h a f i k i s a b o u t 5 0 / 5 5 y e a r s o f a g e who w a s f o r m e r l y t h e h u s b a n d o f P r i n c e s s ^ A s h r ^ f P a h l a v i ( a s i s t e r ' o f H i s I m p e r i a l M a j e s t y tha S h a h ) . He i s an e x U v i e r - S e c r e t a r y o f t h e M i n i s t r y o f Roads & C o m m u n i c a t i o n s and was f o r m e r l y t h e G e n e r a l D i r e c t o r o f t h e C i v i l A v i a t i o n ( a Government owned organization) / H e w a s f o r m e r l y a n E g y p t i a n o r i g i n who i s now a n a t u r a l i s e d Iranian subject. lie h a s b e e n i n I r a n f o r a b o u t 2 5 y e a r s and a p a r t f r o m h i s i n t e r e s t i n t h i s firm s i n c e about 1 9 5 0 be has been trading mainly i n the names o f numerous o t h e r f i r m s . Mr.Fredric nnd ha>s t h r e e ije h a e America. firm was was citizen his While He/returned f'ne Issue to in his as Assyrian) was born in 1928. (his knowledge of languages primary schooling in this that Iran employed acting (an children received country studying from America on a salary a radio financial in basis repairer position was about electric 1950 later improved. by and and by Kehrabad and He other country Apart now before in support married Persiant later radio Airport the is than and he aviation the from h i s away an in mechanism. formation Teheran. of English) was of this Formerly American interest in this 383 .5/itfAKl IlAVAI'iriHAI AltV-TAXI (Contd.) / f i r m h e i s el.'so t h o p r i n c i p a l Khiaban Fcrt-ov/al, Teheran ( a i n Teheran on 2 0 t h J u l y 1 9 5 9 h a a b e e n p a i d b y h5.n, 15?i b y owners o f a paper c o n v e r t i n g The a c t i v i t i e s of p a r t n e r o f t h e f i r u Ighil (10LL CO. I..TD., 7 5 , l i m i t e d l i a b i l i t y company w h i c h t;ua r e g i s t e r e d with a c a p i t a l of fiials 5 , 0 0 0 , 0 0 0 / - o f which h i e v / i f o , and by a n o t h e r p a r t y . They a r e t h o factory in this place). SH3BKAT SAUAM1 H A V A P E Y M A I / A I » - T A X I a r e a s / a) below: T h e y c o n d u c t an a i r - t a x i s e r v i c e i n t h e c i t y o f T e h e r a n b y t h o i r f o u r s m a l l p l a n e s ( P . A . 2 2 , ••TaiPEysSfi" and " P l P S a " raodcla, t h r e e " A 3 ; ; 0 CCI'MAKDERS" and o n e "DACOTA" C - ^ 7 ) w h i c h t h e y h a v e p u r c h a s e d f r o m A m e r i c a ; b) Very seldom t h e y a c c e p t p a s s e n g e r s from Tohoran f o r o t h e r d e s t i n a t i o n s i n t h e c o u n t r y such a s South of Iran but s o f a r t h e y havo not o p e r a t e d ouch a regular servico; . / c) At t i m e s t h e y a r e undertaking advertisement a f f a i r s by a i r . a r e handled by t h e i r above mentioned s m a l l p l a n e s ; d) Very eeldom they a c c e p t passengers f o r a i r t r a v e l f o r h e a l t h c o n d i t i o n s o r movements o f p a t i e n t s f r o m T e h e r a n t o o t h e r p l a c e s i n t h e c o u n t r y w h e r e no o t h e r a i r l i n e s o p e r a t e . / I n such c a s e s t h e y a r e c h a r t e r i n g t h e i r p l a n e s f e) Very seldom they operate t h e i r planes when n e c e s s a r y ; ^ f) They a l s o o p e r a t e t h e i r f o u r o t h e r "PIPER" (BEHSKAIIR I K 0 3 S T 3 I A & C O . ) on a c h a r t e r e d for agricultural service purposes, planes for a local baol3 f o r spraying which etc. firms purposes. They import t h e i r , r e q u i r e m e n t s of v e r y s n a i l n a t u r e such ao s p a r e p a r t s t h e i r p i a n o s - a n d o t h e r m a t e r i a l f o r the conduct of t h e i r o p e r a t i o n s f o r the a b o v e - p u r p o s e s f.^on A m e r i c a , Germany and E n g l a n d . ' T h e y a r e now l o c a t e d few persona* / i n an o f f i c e i n Kehrabad Airport and e m p l o y t h e r e i n for a S o m e t i m e a g o t h e y were i n t e r e s t e d t o s e c u r e t h e a g e n c y f o r I r a n f o r c e r t a i n f o r e i g n f i r m s and t o commence t o i m p o r t t h e i r g o o d s f o r Government D e p a r t m e n t s a n d o t h e r s or. 4 c o m m i s s i o n b a s i s . Bankers: / . / Bank M e l l i I r a n , C h i e f O f f i c e ; Bank E t t e b a r a t * r a n ; Bank P a r s , C h i e f O f f i c e in Teheran. F o r A h e p r e s e n t t h i s f i r m h e i s t h e s o l e c o n c e r n o f i t s k i n d who a r e o p e r a t i n g an a i r - t a x i s e r v i c e i n Teheran w i t h t h e i r f e w s n a i l p l a n e s . p o s s i b l y t h e y a r e r e c e i v i n g some t e c h n i c a l s u p p o r t f r o m S a r l a s h k a r K h a t a m i ( a s e n i o r I r a n i a n army o f f i c e r i n t h e I r a n i a n R o y a l A i r F o r c e ) who h a s p o s s i b l y ars i n d i r e c t i n t o . j s t i n t h i s concern. As far as i t can be a s c e r t a i n e d nothing unfavourable is said about them. ( * T r a n s l a t i o n f r o m t h e I r a n i a n C o m m e r c i a l Code* A j o i n t s t o c k company i s o n e f o r a e d f o r commercial p u r p o s e s , the c a p i t a l o f which i s d i v i d e d i n t o " s h a r e s a n d . . . i n which t h e r e s p o n s i b i l i t y o f the s h a r e h o l d e r s i 3 l i m i t e d t o t h e i r s h a r e s ) . 384 gj^yMi . " i l l JJPJ.ii' ' ( • j . l ^ J . ' i ^ A I 3 . - T A X I , Sherkat Khiatan Sahami K a v a r - j ' a i Ferdowsi ^86 Teheran, w i t h a Branch O f f i c e Iran. v in Mehrabad, • ' T h i s i s a j o i n t s t o c k .company w h i c h was r e g i s t e r e d i n T e h e r a n on 1 9 t h A p r i l 1 9 5 8 f o r a n u n l i m i t e d p e r i o d u n d e r number 6 0 ^ 7 f o r t h e f o l l o w i n g objects: To o p e r a t e an a i r t r a v e l s e r v i c e i To a c t a s f o r w a r d i n g a g e n t s b y a i r and activities-relative thereto; To p u r c h a s e , t o s e l l y i x x s c s x o r t o r e n t To u n d e r t a k e o t h e r a i r w a y s e r v i c e s and representations for air t r a f f i c ; To u n d e r t a k e o t h e r f r e e a i r a c t i v i t i e s i m p o r t s , e x p o r t s , and i f n e c e s s a r y c a p i t a l s according to regulations, to undertake other planes} to establish 1 ' r e l a t i v e to to invest foreign etc. Registered c a p i t a l : Rials 6 , 0 0 0 , 0 0 0 / - divided into 200 shares of Rials 3 0 , 0 0 0 / - e a c h o f w h i c h l 8 0 s h a r e s a r e b e a r e r and t h e r e m a i n i n g 2 0 s h a r e s a r e nominal, l / 3 r d paid up. The s h a r e h o l d e r s , and members o f t h e board of directors are: Kr.Mohamad A m i r X h a t e m i .. Chaircan, " Nader Jahanbani Vice-Chairman, • .« Ahmad S h a f i g h , . M ' Amir H o s s e i n Aazam Z a n g a n e h . . substitute director & treas" " Frederic Issue .. Inspector - Iranian subjects. A l l d o c u m e n t s , - . e t c . on b e h a l f o f t h e f i r m s h o u l d b e s i g n e d b y K r . . / . s i r H o s s e i n Jlaz-...m Z a n g a n e h j o i n t l y w i t h a n y cr.e o f t h e e t h e r members o f t h e b o a r d with the s e a l of the concern. Kr.Mohamad Astir K h a t e m i i s f o r t y y e a r s o l d , m a r r i e d and f a t h e r o f a f a m i l y who h a s r e c e i v e d h i s e d u c a t i o n i n I r a n and i n E n g l a n d . For a b o u t twent; y e a r s h e Av, e m p l o y e d c o n t i n u o u s l y by- t h e I r a n i a n Government and he i s now a Commanding O f f i c e r i n I r a n i a n A i r w a y s a s a s e n i o r e m p l o y e e . K r . N a d e r J^hanban i s t h i r t y - o n e y e a r s o l d ( h i s knowledge o f l a n g u a g e s o t h e r t h a n P e r s i a n : Englir, and G e r m a n ) . A t e s t - p i l o t b y p r o f e s s i o n who h a s r e c e i v e d h i s t r a i n i n g a s - s u c h i n I r a n , Germany a n d i n E n g l a n d . S i n c e 1 9 ^ 5 he i s e m p l o y e d c o n t i n u o u s l y b y t h e I r a n i a n A i r w d y s a s a Government e m p l o y e e . Kr.Ahmad S h a f i g h i s o f E g y p t i a n o r i g i n Who h a s e i r . e e become a n a t u r a l i z e d I r a n i a n s u b j e c t . He i s a b o u t f i f t y two y e a r s o l d . and i s t h e husband o f F r i n c e s s A s h r a f P a h l a v i ( a s i s t e r o f Hi*; Imperial Majesty the Shah). He i s Sir. e x U n d e r - S e c r e t a r y o f t h e M i n i s t r y o f Roads & C o m n u n i c a t i o n s . . f o r m e r l y he was a l s o t h e G e r . o r a l D i r e c t o r o f C i v i l A v i a t i o n ( a "Government o r g a n i z a t i o n ) . Apart from h i s , i n t e r e s t i n t h i s f i r m he i s a l s o , a s h a r e h o l d e r and a d i r e c t o r i n o t h e r f i r m s i n c l u d i n g IRANIAN NATIC SHIPPING C O . L T D . , ( 2 ) IRANIAN NATIONAL INSURANCE CO. , ( ? ) PARS AIRV/AY3 CO.LTI ( k ) SHERKAT S AH AMI SERVICE F0R00SH3AH KZHRAEAD, ; ( 5 ) SKE5XAT -j AH AMI KESHTIRAJH ( 6 ) SH5RKAT SAKAMI BANK ETTEBARAT IRAN, e t c . ' K r . A s l r H o s s e i n "azam Zangane: i s twenty-nine y c a r s o l d ( h i s k n o w l e d g e o f lan?jufi~es o t h e r th ? tti P e r s i a n s E p ^ l * and F r e n c h ) . A p i l o t b y p r o f e s s i o n wno h a s r o c e x v & d h i s t r a i l i n g a s s u c h i n France. He h a s a l s o s t u d i e d a d m i n i s t r a t i o n i n a v i a t i o n . He r e t u r n e d t o I r a n 385 f r o m E u r o p e in 195'* a n d b e f o r e the f o r m a t i o n o f t h i s f i r m bJe w a s e n g a g e d i n agricultural affairs. ?•>. 7 r o ^ e r i c I k - m e i s thirty-o:.'* y c i r s o l d ( h i s •krjOv/V'dge of languages o t h e r th-n Asoyriun end Persian: E n g l i s h ) . He has studied eiWclric • :«r.d r a d i o - a v i a t i o n in A m e r i c a . lie r e t u r n e d to t h i s c o u n t r y f r o m A m e r i c a in a« o u t 19'<9 a n d b e f o r e the- f o r m a t i o n of t h i s f i r m he w a s / e m p l o y e d or. a ual:>.ry basis by Kehrabad A e r o d r o m e . T h e a c t i v i t i e s o f S H g R X A T .SA1TAMI H A V A P E Y H A I A I R y t A X I a r e a s b e l o w : a ) T h e y c o n d u c t a n a i r - t a x i s e r v i c e in the c i t y o f T e h e r a n . T h e y .--^e o w n e r s of t h r e e s m a l l p l a n e s ( P . A . 2 2 , T R I P E Y S E R and/ P I P E R m o d e l s ) v/vich t h e y , h a v e p u r c h a s e d f r o m A m e r i c a . It is r e p o r t e d / t h a t s i n c e t h e i n c e p t i o n of t h i s f i r m the n u m b e r of t h e i r p a s s e n g e r s / n a v e e x c e e d e d IOJOOO p e r s o n s ; b) At times the^.ac £ pt pfsse g gep f p y Teheran the c o u n t r y £ b u t t h x s x s : n o t a r e g u l a r for other, destinations in service; c ) They undertake advertisements by aix^ervice/which are*conducted b y above mentioned threet small planes; ~• d ) T h e y a c c e p t p a s s e n g e r s ; f o r a i r t r a v e l f o r / h e a l t h condition?-, o r of p a t i e n t s f r o m T e h e r a n t o o t h e r p l a c e s i n the c o u n t r y ; ."' their movements e ) T h e y at t i m e s o p e r a t e t h e i r p l a n e s for a g r i c u l t u r a l p u r p o s e s e t c " , 1 w h e n necessary. . T h e y i m p o r t t h e i r r e q u i r e m e n t s s u c h a s s p a r e p a r t s for'their- p l a n e s a n d o t h e r r e q u i r e m e n t s - for t h e c o n d u c t of t h e i r o p e r a t i o n s f o r the. a b o v e purposes from A m e r i c a , Germany and England T h e y , m a i n t a i n o f f i c e s i n . t h e f o r m of f o u r r o o m s i n t h e t h i r d u p p e r f l o o r at n u m b e r h S 6 K h i a b a n F e r d o w s i , T e h e r a n - a ' b u s i n e s s d i s t r i c t - and t h e y e m p l o y • t h e r e i n a. cle.r ;al s t a f f o f t h r e e p e r s o n s . T h e y a r e ..onsidering to s e c u r e the s a l e s r e p r e s e n t a t i o n f o r I r a n f o r c e r t a i n f o r e i g n f i r m s a n d to c o m m e n c e to import" t h e i r g o o d s for G o v e r n m e n t D e p a r t m e n t s -vnd o t h e r s o n a c o m m i s s i o n b a s i s . . . . Bankers: Bank Melli'Iran, Chief Office; - . . - ... , .. B a n k Sttcbarat''-Iran; '• J •' B a n k Par's, C h i e f Office,'-in T e h e r a n . -' - :-'.'.' '. . . • A r e c e; n t l y f o r m e d - c o m p a n y a n d the f i r s t - o f ' i t s - k i n d w h o - a r e o p e r a t i n g an air-taxi service in T e h e r a n . . ' . .. . •-'. T h e d i r e c t o r s a n d s h a r e h o l d e r s a r e o f g o o d -reputation land t h e i r a c t i v i t i e s a p p e a r , to b e c o n d u c t e d i n a c a p a b l e • m a n n e r . .. . . (* T r a n s l a t i o n f r o m t h e I r a n i a n C o m m e r c i a l C o d e : - A r t i c l e ' 2 1 : - A j o i n t s t o c k c o m p a n y isr o n e f o r m e d f o r c o m m e r c i a l p u r p o s e s , the capital- o f .which i s d i v i d e d i n t o s h a r e s , a n d i n? w h i c h ' t h e " r e s p o n s i b i l i t y o f t h e s h a r e h o l d e r s - i s l i m i t e d to t h e i r shares).' . . . . . . - .. . DOCUMENTS SUBMITTED BY ARTHUR YOUNG SCO. IN RESPONSE TO FEBRUARY 25, 1978 SUBPOENA ARTHUR YOUNG & COMPANY 2 7 7 PARK AVCNUC N E W Y O R K , N. V. I O O I 7 February 25, 1978 H o n . William E . Proxmire United States Senate Washington, D.C. Re: Textron Dear Senator Proxmire: This letter w i l l confirm a conversation with M r . Doherty of the Senate Banking C o m m i t t e e Staff this morning with respect to the documents we are producing pursuant to a subpoena to be doliv^ered to us contemporaneous with the production of those documents and delivery of this l e t t e r . The attached d o c u m e n t s were obtained from the Arthur Young . & Company audit workpapers for 1976 and 1977 with the exception of several pages relating to a 1971 transaction in Ghana which were found in the 1971 w o r k p a p e r s . Y/e tiave not reviewed workpapers for other prior years with respect to these transactions due to the time limitations imposed on u s and the fact that we believe the attached papers provide reasonably complete information with respect to the transactions for which information is r e q u e s t e d . In a d d i t i o n , we have not reviewed the literally thousands of workpapers for earlier years to determine whether there are any transactions of a similar n a t u r e . H o w e v e r , as we explained to the Banking Committee Staff on the telephone, we have no reason to believe that there are any other transactions of a similar nature which would be reflected as such in those w o r k p a p e r s . Needless to s a y , we stand ready to cooperate with the Senate Banking Committee in its investigation and would be pleased to assist you in any m a n n e r that may reasonably b e p o s s i b l e . Very truly y o u r s , U d t l f i / z j j / t ! Carl D . Ligglo General Counsel (387) 388 G. Wlliarn Miller Chairman Textron Inc. M a y 12, 1977 4 0 W e s t m i n s t e r Street P r o v i d c n c o . R I. 0 2 9 0 3 401/421-2000 S t a n d a r d s of Conduct To Division Presidents, Corporate Officers and C o r p o r a t e D e p a r t m e n t H e a d s : L a s t D e c e m b e r I a s k e d e a c h k e y e x e c u t i v e to sign a s t a t e m e n t a s a ' m e a n s of c o n f i r m i n g that t h e r e w e r e no i l l e g a l , i m p r o p e r o r q u e s t i o n a b l e p a y m e n t s a n y w h e r e within the T e x t r o n f a m i l y . T h i s w a s p a r t of the e f f o r t to f u l f i l l our r e s p o n s i b i l i t y to s h a r e h o l d e r s and e m p l o y e e s to c o n duct T e x t r o n ' s b u s i n e s s in a c c o r d a n c e with the h i g h e s t s t a n d a r d s of c o n d u c t . A r e v i e w of the s t a t e m e n t s s u b m i t t e d h a s v e r i f i e d that t h e r e h a s b e e n no d e v i a t i o n f r o m T e x t r o n ' s s t a n d a r d s - - and w e can take p r i d e in this f a c t . T h e s i g n i n g of s u c h a s t a t e m e n t w i l l now b e c o m e a n o r m a l p a r t of T e x t r o n ' s annual a u d i t . During the c o u r s e of this p r o c e d u r e w e did r e c e i v e i n q u i r i e s c o n c e r n i n g T e x t r o n ' s p o l i c i e s in m a t t e r s of " o v e r b i l l i n g s " and " a c c o m m o dation p a y m e n t s " , I w o u l d l i k e to m a k e it p e r f e c t l y c l e a r that n e i t h e r i s acceptable. Overbilling o c c u r s , f o r example, when a foreign distributor r e q u e s t s a U . S . c o m p a n y to o v e r b i l l it f o r p r o d u c t s with an u n d e r s t a n d i n g that the a m o u n t o v e r b i l l e d w i l l be a p p l i e d to o r f o r the a c c o u n t of the d i s tributor. W h i l e it m a y only l e a d to the e s t a b l i s h m e n t of a c r e d i t b a l a n c e w h i c h can l a t e r be a p p l i e d a g a i n s t s u b s e q u e n t l y p u r c h a s e d p r o d u c t s , o v e r b i l l i n g h a s the p o t e n t i a l f o r a b u s e a s a m e t h o d to e v a d e e x c h a n g e c o n t r o l restrictions or taxes. T e x t r o n ' s p o l i c y i s that a l l i n v o i c e s m u s t a c c u r a t e l y r e f l e c t the t r u e s a l e s p r i c e and t e r m s of s a l e . S o - c a l l e d " a c c o m m o d a t i o n p a y m e n t s " to o v e r s e a s d e a l e r s , d i s t r i b u t o r s o r r e p r e s e n t a t i v e s i s a n o t h e r a r e a to b e a v o i d e d . This practice - - w h e r e a l l o r part of a c o m m i s s i o n o r d i s c o u n t a c t u a l l y e a r n e d i s paid, at the r e q u e s t of the c u s t o m e r , in a countTy o t h e r than the c o u n t r y in w h i c h 389 the c u s t o m e r i s l o c a t e d , o r to a designated third party, or is retained on tiie books and l a t e r paid to an individual o f f i c e r , d i r e c t o r o r shareholder of the c u s t o m e r - - is c o n t r a r y to Textron 1 s policy. Such a c c o m m o d a t i o n payments can be u s e d a s a method of avoiding taxes o r exchange control r e s t r i c t i o n s and T e x t r o n will not be a party to t h i s . A l l c o m m i s s i o n paym e n t s or other such payments to a c u s t o m e r must be paid d i r e c t l y and r e g u l a r l y to such c u s t o m e r in the country in which it is loeated or m u s t be p e r i o d i c a l l y u s e d to reduce existing accounts r e c e i v a b l e f r o m such c u s t o m e r , u n l e s s good b u s i n e s s p r a c t i c e ( e . g . , doubtful credit standing of c u s t o m e r ) dictates that the c u s t o m e r always maintain an a g r e e d upon credit balance. C o m m i s s i o n s or discounts earned by a corporate entity m u s t not be paid to the individual accounts of its o f f i c e r s , d i r e c t o r s or shareholders. In those i n s t a n c e s where the c u s t o m e r has multiple, p l a c c s of b u s i n e s s or multiple o p e r a t i o n s , the payment should be made to the entity ordering the product in the country f r o m which the o r d e r originated. I g r e a t l y appreciate the attention each of you and your a s s o ciates have given in the past to maintaining high standards. I w i l l continue to count on y o u r support in the future to be vigilant in meeting our responsibility to i n s u r e that the accounts and r e c o r d s of Textron and a l l its a f f i l i a t e s a r e c o m p l e t e and accurate and that no i l l e g a l , i m p r o p e r o r questionable p a y m e n t s of any kind a r e m a d e or condoned. Sincerely, G\VM:ryn cc: Directors Chikara Hiruta 390 described the arrangement as a buy out of the agent's franchise and also said that tho Company was satisfied that there was nothing illegal about it. No further action was taken on the matter; 1 was satisfied that it had been brought to the Committee's attention and that they would not be surprised if the amount was. disclosed in the future. Most of the rest of the meeting was spent reviewing page-by-page the financial sect:irerrc=r of the annual report (no significant comments or questions arose during this discussion), Van Brooklyn's brief discussion of tho reorganization of the Controller's Department (see attachment) and Alist.air Campbell's continued discussion concerning the merits of counting pension fund securities held by banks. After extensive discussion of the latter point, the matter was remanded to Management to determine whether'such procedures would be worthwhile even if not done on an annual basis. The subject of using the internal auditors for this procedure w a s also proposed. The next morning I met with the Audit Committee again at 7:00 a . m . The same participants attended plus Heath Larry. Most of the meeting was spent discussing the report of the Audit Committee which Campbell was to present to the Board of Directors later that d a y . There were no other significant items discussed. 391 G William Miller Chairman 4 0 W e s t m i n s t e r Street P r o v i d e n c e . K I. 0 2 9 0 3 401/421-2000 Textron Inc. D e c e m b e r 27, 1976 To Division Presidents. Corporate Officers and D e p a r t m e n t H e a d s : T e x t r o n h a s a l w a y s sought to a s s u r e the h i g h e s t s t a n d a r d s of conduct throughout the C o m p a n y . Thanks to your support this m e s s a g e h a s r e a c h e d a l l e m p l o y e e s and the r e s p o n s i v e attitudes have been e n c o u r a g i n g . R e c e n t e v e n t s have d i s c l o s e d that m a n y c o m p a n i e s , e i t h e r by n e g l i g e n c e or d e l i b e r a t e a c t i o n , have p e r m i t t e d v a r i o u s kinds of i l l e g a l o r i m p r o p e r p a y m e n t s , accounting e n t r i e s or other b u s i n e s s or p o l i t i c a l d e a l i n g s . M a n y c r i m i n a l and c i v i l a c t i o n s have r e s u l t e d , to the g e n e r a l d i s c r e d i t of b u s i n e s s . A s a r e s u l t , e v e r y c o m p a n y has been c h a r g e d with a g r e a t e r r e s p o n s i b i l i t y to m a k e s u r e that all its a c t i v i t i e s m e e t the t e s t s of e t h i c s and law and that t h e r e a r e no i l l e g a l , i m p r o p e r , or q u e s t i o n a b l e t r a n s a c t i o n s of any kind. C o r p o r a t e auditing c o m m i t t e e s and independent anciitors a r e r e q u i r i n g m o r e c o m p r e h e n s i v e r e p r e s e n t a t i o n s f r o m o f f i c e r s and r e s p o n s i b l e p e r s o n n e l a s to the c o r r e c t n e s s and c o m p l e t e n e s s of a c counts and r e c o r d s and the a b s e n c e of any knowledge of i l l e g a l , i m p r o p e r or q u e s t i o n a b l e m a t t e r s . In k e e p i n g with o u r own high s t a n d a r d s , it i s i m p o r t a n t that T e x t r o n e x e r c i s e due d i l i g e n c e in this r e g a r d . W e owe it to T e x t r o n s h a r e h o l d e r s and e m p l o y e e s and to o u r s e l v e s in m a n a g e m e n t to c o n f i r m c o m p l i a n c e throughout the c o m p a n y . A s part of this e f f o r t , in conjunction with the annual audit by A r t h u r Young 8c C o m p a n y each key e x e c u t i v e w i l l be a s k e d to sign a copy of the e n c l o s e d s t a t e m e n t . In the C o r p o r a t e O f f i c e , each principal o f f i c e r and d e p a r t m e n t head should sign a copy and return it to Ron Van B r o c k l y n , who a s C o n t r o l l e r w i l l m a k e t h e s e r e c o r d s a v a i l a b l e to the a u d i t o r s . In each T e x t r o n D i v i s i o n o r S u b s i d i a r y a s t a t e m e n t should be signed by the P r e s i d e n t and C o n t r o l l e r (or equivalent o f f i c e r s ) and a l s o by such other k e y p e r s o n n e l throughout the D i v i s i o n , including its U . S . and n o n - U . S . l o c a tion!'., a s the P r e s i d e n t c o n s i d e r s a p p r o p r i a t e . B e c a u s e of the nature of the d i s c l o s u r e , s t a t e m e n t s should be obtained by. those in s a l e s . p u r c h a s i n g . or A**- 392 accounting, finance, cash management, contract administration, international operations, public relations or general management who might have reason to know of m a t t e r s of the type covered. The President should make all statements available for examination by Arthur Young and the Corporate Controller. Arthur Young may a l s o be expected to include language s i m i lar to the statement in the " r e p r e s e n t a t i o n l e t t e r s " which it n o r m a l l y requests f r o m Division P r e s i d e n t s and Controllers in connection with its audit. While this procedure adds one m o r e routine to our busy schedule, I feel it i s essential to our commitment to excellence in all things. Your cooperation will be appreciated. Sincerely, cc: Directors W. F. Slattery Arthur Young & Co. Enclosure 393 BeOS Dell Helicopter T e x t r o n Division of 1 cxlron Inc. Post OUice Box 482 Fort Worth. Texas 76101 (817)280-2011 February 14, 1978 M r . R. A. VanBrocklyn Textron Inc. P. O . Box 878 Providence, R . I . 02901 Subject: Dealer Commissions Dear Ron: Attached is the additional information which we previously discussed concerning the Mohammed Bakhsh & Sons Ltd. commission payment. The amount paid was $ 6 0 , 6 1 2 . 1 4 . This was paid in the dealer's name to his account in Switzerland. This amount a l s o represents the total amount of commissions paid to Mohammed Bakhsh & Sons Ltd. in 1977. The total commissions paid to all customers in 1977 amounted to $620, 1 2 2 . 3 8 . If I can be of further assistance please advise. Very truly your BELL HELICOPTER TEXTRON E. F. Keglovits, Jr. Director, Accounting 13:EFK:dl-252 attachment cc: Mr. T . R. Treff R E C E I V E D FEB 1 7 M 394 Dell HelicopterGZHIE3 SUMMARY OF EXHIBITS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Habib twx * 17 2/23/77 A'dam twx. 595 2/23/77 A'dam twx. 573 2/21/77 A'dam twx. 451 2/09/77 A'dam twx. 450 2/09/77 Habib twx. 9 2/08/77 A'dam twx. 420 2/07/77 Habib Letter 1/2 1/77 Heinze Letter 1/18/77 M . Bakhsh memo 1/18/77 Envelope which contained items 9 and 10. Attachment to E. F. Keglovits, Jr. Letter Number 252 Dated 2 / 1 4 / 7 8 395 ( h n o i b ( c h . it>325 oell nl bht supply c e n t e r msg c 5 9 5 2 - 2 3 - 7 7 r e f : u s r c or, our t»vx msgs c4p1 dtd 2 - 9 - 7 7 and c 5 7 3 cJtd 2 - 2 1 - 7 7 g e n t B e a a f e o 9 t h , c.vi'< to so~s l i e . money we no f 5?? so was acct 1977 ?.cct f a r reed, t r a n s f e r r e d in i.sve would tro us. Mase rood no d l r s cf 6 0 . 6 1 2 . 1 - ccr.f ir.r.ation a p p r e c i a t e to your m c r ; 2 " f t s -.j . • i. 3 * i * s r your from. r e s p o n s e ycu that asap. dept h. i n . v . d . zande ohsc 5^981 habiD .. 1 6 3 2 5 ch b e l l n l z z z '-*V?'!+rrT—it^uiu 16325 bht b e l l 1,11 ' n l s u p p l y . c e n t e r msg 7 c 4 2 0 2 - 7 - 7 7 in r e s p o n s e t r a n s f e r to h i s to mr your .w. account ^D^r/rvnvvl',? the a with account OciUr.c.? to you. r e g a r d s h.tr,. c c c t . v . d . zande a c c t . bhsc a c c t . dept. 5^931 haoib 16325 o e l l ch n l + + + t e t t e r dated mohammed's your no, or bank, with 21 s t J-anuary, mohammed we your would oank so bkhsh l i k e that 1977 and to we asking s o n ' s know can nr. us to b a l a n c e a. c a b l e w. t r a n s f e r 396 Habib Bank AG Zurich Postfach 729 8 0 2 2 Zurich / Switzerland 18th January 1977 Dear Sirs, Mr, Azhar W a l l Mohamed has authorized me to request you to have his balances with M r . N l l e s of Bell Helicopter to be transferred to his account with y o u . 1 e n c l o s e herewith his card with the authorization addressed to M r . N l l e s , which please send to M r . N i l e s with instructions to remit.his balance to his account with y o u . Please do the needful. Thanking you, yours .faithfully, Enclosure 397 10. DELL HELICOPTER SUPPLY CENTER, POST 07PICE UOX - 7 5 3 U , BUILDING VI2 , SCHIPIIOL-EAST, THE NETHERLANDS. • ATT.:--MR. R . H . NILES, GENERAL MANAGER. . TELEX J WITH C 0 M P j l M E N T S B E L L I j I T T - L 2 1 6 3 2 5 . , 0 2 0 » ^ S ^ O . H E L I C O P T E R MOHAMMAD BAKHSH & SONS LIMITED MOHAMMAD BA^HSH b SONS 0LDGS. 23, WEST WHARF ROAD KARACHI-2 PAKISTAN 2 5 - 0 6 7 O - 78 - 26 - # TELEPHONE - : CABLE 201436 : COKI P . O . BOX & 201645 KARACHI NO. TELEX 2 A t 5 3 723 398 H-rBS BateScKCg^tteB'SliOiJ.utJII Dell Mclicopler T c x l r o n Divir.ion of I cxlion Inc. Post OUico Box 402 lOrlWoflh, lox.is /CIOt (01 7) 200-20 U February 1, 1978 M r . R. A. Van Brooklyn Textron Inc. P. O . Box 878 Providence, R . I . 02901 Subject: Dealer Commissions Dear Ron: Attached is the letter from Tom Brown, our Controller in Amsterdam, to Don Pantle dated June 2 7 , J977 which we discussed yesterday afternoon on the phone. Tom will be sending me the additional information which we discussed concerning Mohammed Bakhsh & Sons Ltd. As soon as we receive this data we will send it on to Textron. If I can be of further assistance please advise. Very truly yours BELL HELICOPTER TEXTRON K. F. Kcglpvits, Jr. Director, Accounting 13:EFK:dI-242 a t l a c htn on t cc: Mr. T. R. Treff FEB 0&\978 399 A R T H U R Y O U N G C O M P A N Y NLTJEULAND Dale: To: F r o m : PROVIDENCE OFFICE 2 M r . R . A . Martin lee: M r . W . F . Slattery, New York Subject: A p r il 12, 19 77 THE HAGUE OFFICE Jerry A . Luiken TEXTRON - BELL HELICOPTER Dear D i c k , In response to your letter of March 21, 1977 and my discussion with Bill Slattery on March 17, set forth below is our understanding of the discounts - commissions procedure as they relate to the Bell Helicopter Supply Center - Amsterdam. The Supply Center purchases most of its inventory from Bell - F t . Worth at approximately 75% of list price and invoices at 100% of list price. A 5% European Delivery Surcharge is added (shown separately on invoices). The Supply Center sells primarily to dealers with European sales territories. Some sales are made directly to government agencies. Bell has written contracts, "Bell Helicopter Company Independent Representation Ayreement", with its representatives who may also be dealers. The agreement specifies the country or territory to which the representative has sales rights. Schedule A to the agreement provides a listing of helicopters and spare parts to which the representative is entitled to commissions. It also sets forth the compensation to b e paid on sales of helicopters and spare parts. The normal rate on m o s t spare parts is 20%. Thus for practical purposes, the Supply Center normally sells at 80% Of list price; In most c a s e s , the dealer and the contractual representative are the same person or company. In fiscal 1976, the Supply Center accrued $ 1,4 million of commissions and discounts on list price sales of $ 9,6 million (14,7% average rate). A t November 30, 1976, there were $ 508.000 of commissions payable. Depending on individual customer arrangements, the dealers compensatior is paid in the form of a discount and/or commission,. If the customer has a discount arrangement, the discount is shown on the face of the sales invoice. If the customer has a commission arrangement, the commission is not shown on the invoice, but a separate credit invoice is prepared in the name of the representative, and a separate customer account is maintained in receivables^or payables. Bell F t . Worth also will transfer balances to the Supply*Center for it to settle with customers or official representatives. 400 A n m u n Y O U N O C O M P A N Y NI£DI:HLAND Date: To: F r o m : M r . R.A. Martin Subject: - 2 A p r ii 12, 1977 Jerry A . Luiken - Settlement of commission balances nre made based upon customer w i s h e s . The local controller states that he makes payments as directed by Bell F t . Worth or by the customer (with concurrance of F t . Worth). Over half the commission accounts carry the same name and address to which sales invoices are addressed. In many cases, the representatives periodically will simply request Bell to apply the commission payable against the normal accounts receivable balance of the dealer. (This in fact has the same result as if discounts were given.) In other c a s e s , Bell will be requested to make payments to the representative through specified bank accounts. The following specific items are brought to your attention. 1. Scancopter, one of the Supply Center's larger curtomers, has a commission arrangement whereby Dermor Agencics L t d . is the agent (Bermuda address). We were requested not to send a confirmation of the commission payable balance to Scancopter or Bermor, but to the home address in Norway of the owner (we believe) of Scancopter. The balance due him at October 31 was $ 142.000 and $ 75.000 had previously been paid during the y e a r . 2 . AOG Aeroagencies L t d . , Freeport, Bahamas, is the agency for sales to Autair K e n y a , Autair Zambia, and Tanzania Police Air W i n g . The commission payable at October 31 was $ 46.000 after payments of $ 52.000 in July and September and application of $ 29.000 ayainst receivable balance of Autair Zambia. Receivable confirmations w e r e sent to Kenya, Zambia and Tanzania and confirmed; commission confirmations were sent to Bahamas and confirmed. 3 . W e w e r e requested not to mail confirmation of the commission payable to Mohamed Bakhsh & Sons, the representative in Pakistan, though we were able to send than the regular accounts receivable confirmation which was confirmed. The commission balance payable at October 31 was $ 61.000. 4. Commissions payable to two Greek representatives - Avionic (D. Countouris) and Marios Dalleggio totaled $ 97.000. Most sales in G r e e c e , we were told, are to the Greek Armed Forces. 401 ARTHUR • YOUNG COMPANY Dalo: February 2 5 , 1977 PROVIDENCE OFFICE From: NEW YORK OFFICE K . A . Martin W . F . Slattery cc: S. Hot to L . Rainey M . lUzzo Subjectt TEXTltON A U D I T COMMITTEE MEETING February 2 3 - 2 4 , 1977 To: I met twice with Textron's Audit Committee during their Management m e e t i n g at Ocean Reef, Florida February 23 and 24. Present at the first meeting held on Wednesday were M e s s r s . C a m p b e l l , G e n g r a s , Collinson, Ledbetter, V a n Brooklyn and M r s . Sisco. The agenda for the meeting is a t t a c h e d . Joe Collinson explained to the Committee the results of the program to obtain representation letters from Textron employees concerning illegal payments as defined in Bill Miller's memo s e n t to d i v i s i o n a l and corporate m a n a g e m e n t . lie described the arrangements at both Sheaffer Eaton and Talon Switzerland concerning over billing to customers and subsequent retention of the overbilled portions on Textron books for later disbursement at the instruction of the customer. He indicated that while there was no knowledge of illegal payments being m a d e by Textron for the benefit of T e x t r o n , they were arrangements that Textron did not wish to be a party to and would be terminating as soon as p o s s i b l e . Each individual over-billing arrangement was not discussed with the Committee; h o w e v e r , the possible reasons therefore, e.g., avoidance of foreign income taxes or currency.regulations by the other par ties, were clearly m e n t i o n e d . I, also, told the Committee of the total numbers of Textron employees w h o had been solicited, w h o had responded and who had yet to r e s p o n d . I also indicated that should any u n f a v o r a b l e answers be received from the approximately fifty r e s p o n s e s yet to c o m e , Textron Management would be informed . of them immediately. The Committee's response to the discussion w a s one s o m e w h a t of relief that these w e r e the only aberrations no ted. Later in the m e e t i n g I w a s asked w h e t h e r I had any c o n f i d e n t i a l comments to give the Committee. I responded that w h i l e I had no c o n f i d e n t i a l comments I did wish to bring to the C o m m i t t e e ' s attention the $2,950,000 payment to Textron's former a g e n t in Iran over 1973, 1974 and 1975 in connection with T e x t r o n ' s c o n t r a c t with the Iranian Government for the sale of h e l i c o p t e r s . I added that w h i l e I had understood .this situation had been discussed either at a previous Audit Committee meeting at which I had not been present or at a Board of Directors m e e t i n g , I felt that it was a p p r o p r i a t e that it be discussed while I was present should there be questions or further action desired of m e . The three m e m b e r s of the Committee first expressed some surprise and lack of k n o w l e d g e a b o u t the item; however, Campbell upon reflection stated that he did recall it being discussed at a Board m e e t i n g . M r s . Sisco had apparently never heard of the p a y m e n t s . Bill Ledbetter 402 TEXTRON Statement as to Illegal, Improper . or Questionable Payments This statement is furnished in connection with the preparation of the audit of the accounts of Textron Inc. for 1976. For the Textron f i s c a l y e a r ended January 1* 1977 and f o r the period f r o m January 1, 1977 to date, I a m not aware in my Division or unit of, or e l s e w h e r e in, Textron of (i) any illegal b r i b e s , kickbacks or other improper or questionable payments having been made to or for the benefit of any p e r son, corporation o r government f o r the purpose of obtaining special c o n c e s sions or for obtaining other favorable treatment in securing business for the company; (ii) any company funds or property having been made available, di- rectly or indirectly, a s political contributions in the United States or e l s e - . where, or that o f f i c e r s or employees w e r e paid or r e i m b u r s e d , directly or indirectly, for p e r f o r m i n g s e r v i c e s or incurring expenses in political a c t i v ities in the United States or e l s e w h e r e ; and (iii) any company funds, property, or transactions which w e r e not reflected or accounted f o r on the books, ords or financial statements of the company. (Date) (Employee signature) (Employee name and title please print) (Division, subsidiary or unit of Textron) rec- 403 16.59 16325 o c l l n t 5^931 h a b i o c h ••".i': rc . 1T cf r e t . your t e l e x o f " . T. ~*7 this afternoon we h a v s r e c e i v e d the'.nor.ey ( u s d o l l a r s 6 0 ' 6 1 2 . 1 4 h a b i b bank "zurich ( Switzerland ) ) 16325 o e l l n l ^ 2 ?.1 h a b i b c c'% l66 +? 54931 + '1?.;>2 5-»901 h a b i b c h 16325 b e l l n l oht s u p p l y c e n t e r 2-21-77 . a t t n : money t r a n s f e r s msg c 5 7 3 . dept on feb 9 t h , 1977 we t r a n s f e r r e d u s d l r s 6 0 . 6 1 2 . 1 4 to y o u r oank to a c c t no a 6 0 9 i n the name of .-noham.ned o a k h s h and sons l t d . so f a r have reed r o c o n f i r m a t i o n from you t h a t :r,c*-3y. .-.-as r-iz.. vizjll "zprszlzia ycur r e s p o n s e asc.p. acct dept h.tn. v . d , ohsc zande 54931 h a b i b ch 16325 b e l l n l + + + 404 70 8 5 + 66 4 ? 54981 + 09.27 habib ch 16323 t ^ l l n t s u b p l y ccrrcer 2-9-77 -sg c451 we have arranged f o r c a b l e t r a n s f e r of us d l r s 6 0 . 6 1 2 . 1 4 , t o haoib bank Zurich account n o . a 609 in f a v o u r of fr.ohamrnad oakhsh and sons l t d . we would a p p r e c i a t e h e a r i n g from you as soon as the coney i s r e c e i v e d by your bank, thank you. regards n. m. v. d. zande a c c t dept . bhsc 5^981 habib ch 16325 b e l l n l + + |l34T4""amr o""n I •ihsc nsg c . . .. * ittn.r m r . w . langrendonk arid/or m r . c . h . j . nieuwendijk pef. : id code: A . W w • lease arrange for cable-paynent of .u.s. dollars to habib ban* a.£., Zurich, p.'o.box 729, zuricn, S w i t z e r l a n d , a c c ^ . n o . a 6 0 9 . Ln the name of cohaxad bakhsh & sons l t d . ., for goods and.services, from our u^s.dollar account • to. 41.10.76.442, valuta charges for our dutch uildcr account n o . 4 1 . 1 0 . 7 6 . 4 3 4 . . . . , ^ . / , ' ransfcr amount in w o r d s vtn?ur,ar4s^':nuriareaanQtwelve-14/i0^dollars e confirm this n s g b y a t t a c h m e n t to the A T R - f o r m . r.h. niles . _ gen.mgr. -bhsc 405 13.59 163213 doLL n l h a a i o Ch. message no 9 of attention nr. e.2.77 h m v d zanda a c c t . r e f e r e n c e your t e l e x no . 0 ^ 2 0 of 7 th. f e o r . 1977 the account nu.-noar of the c l i e n t i s a 609 s t o p , please e f f e c t remittance . thanks habio bank ag, 16325 b e l l n l 5^931 h a b i o ch Zurich ( Switzerland ) 406 I fci t r a Habib Bank A.G. Zurich - — K f MOMt,CBACM$lR. 23 % JA!S. 1977 P.O.BOX 723 1022 ZURICH (SWITZERLAND) Mr. R . H . Niles General Manager Bell Helicopter Supply Center P . O . Box 7534 Building 112 Schiphol-East Netherlands Zurich, 21st January 1977 9 Dear Sir, j ~ Please find e n c l o s e d herewith a letter from M r . Helnze and an authorization from Mr. Azhar W . Mohamed. Y/o shall thank you to please transfer all balances you may have for Mohamad Bakhsh & Sons Ltd. or M r . Azhar W . Mohamed to us for the credit of his account. W e have authenticated the signature of M r . H e l n z e . Thanking you, faithfully, Enclosure cy TftlPMONtS Of . 4 7 4 0 30 T E l t X : 540*1 HABIB CH abib Bank A.G. Zurich m u n i P.O.toi 72> tOJJ Zuiieit (SwittwlMrf) Nelki/UneU* -.PO 408 (Irll Hclicopter Supply C c i r t r r Division of lcxtron Atlantic O . V . M r . Don C . P o n t i c , Manager Revenue Accounting BEI.L H E L I C O P T E R TEXTRON P . O . Box 4 82 , L 2£t_Worth^_Tcxnsi_76101x_USA U.S.A. Por.t Olficc 0 o * 7534 Huild.nf] 11? Sthiphol -Las!. The Netherlands Phone O.'O 45SM50 Tolox 16325 June 2 7 t h , 1977 TEB:hmz Subject: Standards of Conduct Dear D o n , As discussed over the telephone, I am sending a summary of our past and current policies related to customer compensations as defined in the respective dealer and operator agreements. I have summarized only, these customers with which we are currently d e a l i n g . If you require additional information, please let me k n o w . Best R e g a r d s , BELL H E L I C O P T E R Supply C e n t e r Tom F . Brown III Controller End. 409 .Customer: Ilocation: oca t i on: Compensation: AHKLAG nf ;jiuin lb» The customer receives a 15?. discount of list price on tho invoice when purchasing direct from Amsterdam. The customer receives a 157. commission on sales to Brussels Airways. This is accrucd to his commission' account. Direct pavement of commissions would be made to A B E L A G , Belgium. Customer: Location: Compensation: A . O . G . Aeroagencies Ltd. Bahamas 20% The customer receives a 20% commission, on sales to A u t a i r Zambia, Kenya and Tanzania Police Air W i n g . These are accrued to their commission account. Direct payments have been made upon written request to the following locations: 1 . A.O.G. - F r e e p o r t , Bahamas. 2 . M r . Frederick Wilcox - H u r s t , T e x a s . 3 . Autair Zambia - Zambia. \1 Customer: Location: Compensation: Aerogulf Sales C o . Dubai t U . A . E . 20% The customer receives a 20% commission on sales to Oman P . A . W . , Oman R / F , and Aerogulf ., i.e. in the territory of the U . A . E . . These are accrued to their commission account. Commissions are regularly applied to tho Aerogulf open account. Direct payments have been made-to A e r o g u l f , Dubai upon written request. Customer: Location: Compensation: AVIONIC Greece 20% The customer receives a 5% discount of list price on the invoice A commission of 15% is accrued to A v i o n i c ' s , commission a c c o u n t . Commissions are regularly applied to the customers open a c c o u n t . To the best of my knowledge we have never paid commissions dircctly to the customer. Customer: Location: Compensation: Bermor Agencies L t d . Bermuda 20% Tho customer receives a 20% commission on the sale of spare parts into N o r w a y , (Ilelikopter Service and Scancopter) , commissions are accrued to their commission account. Commission Payments have been paid to Bermor Agencies L t d . , in Bermuda upon written request. We have received correspondance indicating there should be no reference to M r . M . ifanke on commission statements or payments to Bermuda. All statements and payments are directed to M r . Frank M u t c h , Secretary Bermor Agencics L t d . . - MORE - 410 .Customer: Location: Compensation! BRAVO c Filhoa Portugal & Mozambique 201 The customer receives a 201 commission on the sale of spare parts into Portugal. These arc accrued to their commission account. pirect payments have been made to Bravo in Portugal upon written request. Commissions are also applied to the open account when so instruct by the customer. Mozambique is embargoed. Customer: Location: Compensation: C . S . E . (Aircraft Services) Ltd. United Kingdom/Ireland 20% The customer receives a 20% discount of list price on the invoice. The customer receives a 5% commission on the sale of spare parts to Bristow Helicopters, which is accrued to their commission account. Commissions are periodically applied to the open a c c o u n t . I w a s unable to recall or locate a cash payment to C . S . E . . Customer: Location: Compensation: Marios Dalleggio Greece 15% The customer receives a 5.5% discount of list price on the invoice. The customer receives-a 9.5% commission which is accrued to their commission account. Commissions have been applied to the.open account. I am unable to recall a cash payment to them. Customer: Location: Compensation: Ing. Hans Drescher Austria 10% The customer receives a 10% commission on the sale of spare parts into A u s t r i a , which is accrued to his commission account. Commissions arc normally applied to his open a c c o u n t . I am unable to recall a cash payment to h i m . Customer: Location: Compensation: Elding Trading C o . Iceland 10% The customer receives a 10% commission on the sale of spare parts into Iceland, which are accrued to his commission account. W e have not had any business from Elding in over two year.,. Cuntomcr: location: Compensation: IBERISA Spain 10% The customer receives a 10% commission on the sale of spare parts into S p a i n , which is '.accrued . to their commission account. We have made commission payments to Iberisa, S p a i n . Commissions arc also regularly applied to their open a c c o u n t . 411 v.ui*Comer.: ; Location: Compensation: Panturk Ticaret L t d . Ty'^cy 12\, The customer receives a 12% commir.r.ion on the sale of spare parts into Turkey, which in accrued t.o their commission" account. We have made commission payments? to Panturk, T u r k e y . K c have seldom been instructed to apply commissions to their open . account. Customer: Location: Compensation: Mohammed Bakhsh & Sons L t d . Pakistan 20% The customer receives a 20% -commission on the sale of spare parts into Pakistan, which is accrued to their commission account. \ We have made one payment to the customer into Switzerland. This was a result of repeated insistance on the part of tho customer and a number of phone calls received from Switzerland. We have a signed confirmation of instructions from the c u s t o m e r , initiating the transaction. Presumably this was a one shot deal and will not be repeated under any circumstances. The customer continues to be a source of problems in the area of obtaining valid letters of credit and/or hard c a s h . We are presently holding all shipments untill such time as proper credit facilities have been arranged. The following customers receive a discount of list price on the sale of spare parts into their respective areas: Customer Location . Compensation Astra Aircraft C o r p . Agusta Bristow South Africa Italy. England 20% 20% 15% Fenwick Aviation Motorflug GmbH Ostermans Aero AB France Germany Sweden 20% 20% 20% During the later part of 1976, we observed that our invoices for Fenwick Aviation and Panturk Ticaret did not conform to Textron policy, which is that all invoices must accurately reflect the true sales price and terms of s a l e . Fenwick instructed B.H.S.C. to discount the unit prices on the invoice by their allowed percentage of discount. The discount was not to be shown as a separate line item. Thisa was apparently agreed to verbally by M r . C . O c x m a n n . Panturk instructed B.H.S.C. to discount tho unit prices on -he • invoice by 3%. this was agreed to by M r . D.R. Pitt. Both practices were discontinued at the beginning of this y e a r . - MORE - 412 ARTHUR YOUNG & COMPANY To; FILES cc: See distribution list Daie, January 3 1 , 1978 From: FORT WORTH OFFICE David L . Alexander AY-CONFIDENTIAL BELL HELICOPTER TEXTRON AMSTERDAM SUPPLY CENTER Subjects On 1/30/78, I received a TWX from Bob Selder (AY-The Hague). A copy of such TWX is enclosed. After discussing the TWX with Cecil Smith (AY- Fort Worth), decision wa& made to call Ed Keglovits, Director of Accounting at BUT, and inquire if he had knowledge of the situations commented on in the TWX. Keglovits commented he was unaware of the sitxiation or June, 1977 letter discussed in the T W X . Ed requested us to provide an exact date and addressee in order to pursue the matter. The above information was discussed with Dick Martin and Mike Rizzo on 1/30/78. Dick said he had received a copy of the TWX and would call Selder and obtain the information requested by Keglovits in the preceding paragraph. Dick called back later and disclosed the letter referenced in the TWX was addressed to either Don Pantle or Gene Prater and said the "Accommodation Payment" related to Bell's dealer in Pakistan,. Mohammed Bakish. This information was given to Keglovits. On 1/31/78, Keglovits called and disclosed the following information: ' 1. 2. The letter was from Tom Brown, BIIT-Amsterdam Chief Accountant, to Don Pantle, BHT Manager of Revenue Accounting. Date of letter was 6/27/77. $60,000 was paid to Bakish and Son (the entity on their dealer agreement) to a Switzerland b a n k . All other payments were sent to Pakistan. Bakish had requested accommodation payments previously but none were made. Bakish provided Bell with a signed confirmation letter of instruction regarding the payment. 413 3. In 1 9 7 6 , invoices to Finwick A v i a t i o n , a French c o m p a n y , and Panturk C o m p a n y , a T u r k i s h company w e r e p r e p a r e d using list pricos net of d i s c o u n t s . A l t h o u g h the total net invoice amount w o u l d b e u n c h a n g e d , the list prices per unit b e f o r e d i s c o u n t were not s h o w n . This w a s approved by M r . Oxman with respect to Finwick and M r . Pitt w i t h respect to P a n t u r k . Oxman and Pitt held the Branch Manager position at BHT-Amsterdam d u r i n g p o r t i o n s of 1 9 7 6 . 4. In K e g l o v i t s ' o p i n i o n , other items noted in the letter w e r e in accordance with G . W . M i l l e r ' s " S t a n d a r d s of Conduct" memo of M a y . 1 2 , 1 9 7 7 . Brown told Keglovits no other letters regarding t h i s situation e x i s t e d . 5. The above comments discussed with Cecil Smith and Dick Martin on 1 / 3 1 / 7 8 . Dick disclosed situation had been discussed at T e x t r o n , Inc. Also e n c l o s e d is a copy of a "Form Letter" B H T sent to all dealers regarding compliance with Textron p o l i c y . DLA:ph Enclosures Distribution: R. M7. A. C. C. A. F. P. E. F. 25-067 Martin Slattery Stephens Smith Stephenson O - 78 - 27 414 .ARTHYO'WI °VF) H C A .IAN T O N O N O AR TMYO'JVI P V H 3M*>0 YO'IN"? T^'^'.V NJR. iJANMARY TO: AY NL MH 30. 1V;« DALLAS . RO:?:. D A V I D ALF^AN'DKR CC : R . A . M A R T IN.RK: BELL YO'IR vlA\' 10. AY -ORT ^ROTF I I.^^XC^ HF.L1 COPTS'-? WOI.'.O'MiV* RF AT .^V M 1 <•> HI MESS V ? F . T O T'-'I.K*. ALEVAVDKR f N: J ' I N p. AY s*ORT. >K)PTR» I !=>'• A OR 0 JR TO->v;\Tivo. L O C A L C O N T R O L L E R I N F O R M E D NC T W A T IP . I <N ? S T A N D A R D S ' C K CO«VD»JCT V^'T AT C.C" A'JO IT . P L A V A\'D IR77 A. O r T A T LED V IK R E S P O N S E T O T-VTR.O\*' -VAY M? SENT TO HELL -.*ORT4 DISCUSSION OF C0<VLSSI0\' ARRAVIEY A-JP V J E V T L Y T H E S')->->I.Y C E N T E R A D E • A C C o V S V O O A T I ov i J - w ^ ' ^ v r s • A S H E - 1R N E D AN'D ft'.^O rxv/OTCEs T O S E V E R A L G I I S T O I E R S D I P \ o r REC-LECI* TR' S A L E S PRICE; Q.-YN T E R ^ S O ^ ' S A L E . REIARDS . R. WELDER AY THE V M 9 1 a HAllJi*: YO'JNP ARTHYO'J^l O-LorWh N'f, PPVD 415 To David A l e x a n d e r Fort Worth Re: From R . Seldor The Hague" Bell H e l i c o p t e r P l e a s e relate the following message to Alexander at AY F t . Worth re your January 11 telex, page 9 of the audit plan and item 6 of our January 10, 1978 top m e m o . f L o c a l controller informs us that in response to T e x t r o n s May 1 2 , 1977 standards of conduct memo he sent, to Bell Fort Worth m a n a g e m e n t in J u n e , 1 9 7 7 , a detailed discussion of commission a r r a n g e m e n t . A p p a r e n t l y the supply center made "accomodation payments" as defined and also invoices to several customers did not reflect the true sales price and terms of s a l e . Regards, R . Selder 416 Oe3S M e l i c o i p l c r h i Dell Helicoptcr T e x t r o n D i v i s i o n ol lextron Inc. »1X°)T1 Post Olficc Box 402 fort Worth, lexas 76101 (017) 200-2011 Telex: 75-0229 26 A u g u s t 1 9 7 7 Fl-CPG:mll-104 Gentlemen: A recently published Textron policy sets forth conditions u n d e r w h i c h B e l l H e l i c o p t e r Te:£tron (BUT) c a n t r a n s f e r i n a timely and b u s i n e s s l i k e m a n n e r the funds earned by and credited to the a c c o u n t s of I n d e p e n d e n t R e p r e s e n t a t i v e s . To implement this policy the following procedures are established to b e c o m e e f f e c t i v e a s soon a s p r a c t i c a b l e , b u t n o later than September 1 5 t h . 1) E a r n e d c o m m i s s i o n s o r d i s c o u n t s w i l l b e p r o m p t l y p a i d o r c r e d i t e d t o t h e a c c o u n t of t h e I n d e p e n d e n t R e p r e s e n t a t i v e w h e n t h e y b e c o m e d u e a n d paycible. 2) P a y m e n t w i l l b e m a d e t o t h e i n d i v i d u a l o r c o m p a n y n a m e d as the c o n t r a c t i n g party in t h e c u r r e n t BHT I n d e p e n d e n t Representative Agreement. 3) P a y m e n t w i l l b e m a d e b y B H T c h e c k , b a n k t r a n s f e r , o r any other accepted m e t h o d of p a y m e n t consistent w i t h sound"business practices. 4) P a y m e n t w i l l b e m a d e t o t h e a d d r e s s d e s i g n a t e d i n Clause 9 of the BHT Independent Representative Agreem e n t o r d e p o s i t e d i n t h e b a n k a c c o u n t in t h e c o u n t r y d e s i g n a t e d in C l a u s e 9 , a f t e r B H T v e r i f i c a t i o n t h a t t h e a c c o u n t i s in t h e s a m e n a m e a s t h a t s h o w n a s t h e c o n tracting p a r t y in the c u r r e n t B H T I n d e p e n d e n t R e p r e s e n tative Agreement. 5) P a y m e n t b y c h e c k c a n b e m a d e a t B H T , F o r t W o r t h , Texas to an a u t h o r i z e d o f f i c i a l of the R e p r e s e n t a t i v e . The check will be payable to the contracting party shown on the c u r r e n t BHT Independent Representative A g r e e m e n t . 417 llcll H c U c o p t o r D Z n i H 2 26 August 1977 Fl-CPG:mll-104 Page 2 If y o u r c u r r c n t m e t h o d o f r e c e i v i n g p a y m e n t o f e a r n e d c o m p e n s a t i o n , from B H T is n o t in a c c o r d a n c e w i t h t h e f o r e g o i n g procedures, please contact the undersigned to make the necessary arrangements to conform to these ^procedures. Sincerely, ' BELL HELICOPTER TEXTRON Courtland P . Gray M a n a g e r of A d m i n i s t r a t i o n International Marketing 418 A R T H U R Y O U N G & C O M P A N Y NIZDERLAND Date: April 12, 1977 From: j e r r y A. Luiken M r . R . A . Martin Subject: - 3 - While the rate of discounts and/or commissions is fairly uniform for most customers a n d , therefore, appear to be normal business transactions, w e do not know the extent to w h i c h , if any, .Bell's representatives or dealers may be using arrangements to violate laws or avoid income taxes in their particular countries or the ramifications, if a n y , this may have on the Center or B e l l . A l s o , we do not know whether any of the individuals or companies are connected with any government or government-connected a g e n c y . Since w e did not receive distribution of the correspondence attached to your March 21 letter, we did not perform any of the procedures contained therein or include in the client representation letter the draft representation paragraph required. A l s o , you should be aware that Doug P i t t , the local general manager, transferred to Forth Worth shortly before Christmas a n d , we understand, has since left B e l l . I doubt whether the new general manager would sign any representation relating to November 30, 1976. Regards, 419 ARTHUR YOUNG "OMPANY To: THE HAGUE OFFICE Jerry Luiken cc: W. F. Slattery A . P. Stephens Subject; C. E. Smith Dale: March 21, 1977 from: PRO VIDENCE OFFICE Richard A. Martin TEXTRON Dear Jerry: At Bill Slattery's request I ara enclosing correspondence related to Illegal, improper or questionable payments which was distributed to the U.S. offices working on domestic divisions and to overseas operations which did not have a divisional counterpart here in the States. . . I spoke with Mike Rizzo and he has answers to substantially all of the questions covered in Bob Selder's telex of February 2nd. Responses will be sent to you shortly so that you can finalize the 1976 accounts and send us a draft of the statutory report. Best regards, R. A. M. RAM/pc Enclosure 420 TEXTRON Statement as to Illegal. Improper or Questionable Payments This statement i s furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. for 1977. For the Textrou fiscal year ended December 31, 1977,(or November 30, 1977, in the case of certain consolidated international operations) and for the * period from the end of the fiscal year to the current date, I am not aware in my Division or unit of* or elsewhere in, Textron of (i) any illegal bribes, "kickbacks or other improper or questionable payments having been made to or for the benefit of any person, corporation or government for the purpose of obtaining special concessions or for obtaining other favorable treatment in s e curing business for the company; (ii) any company funds or property having been made available, directly or indirectly, as political contributions in the United States or elsewhere, or that officers or employees were paid or reimbursed, directly or indirectly, for performing services or. incurring expenses in political activities in the United States or elsewhere; and (iii) any company funds, property, or transactions which were not reflected or accounted for ocl the books, records or financial statements of the company. p Date / j " ^ ^ t ^ ^ :.<*>( ^ / C - H Ar. - 1 / . ' r "'j' ~ ' ' Ti\r>; f> V r O please print) ft ' I. P r (Employee name and title - A^UU-i^i r ^ ^ p f ^ y f ^ (Employee signature) (Division, subsidiary or unit of Textron) fee SIO * 421 .'A-RTHUR Y O U N G NEW Y O R K To: MR. cc: AJMPAN.Y OFFICE HARTFORD FAFNIR Dear Please DIVISION to find unusual enclosed payments Rouilleaux's payment Baghdad, made by LeDosseur has former the statement Beeckman manager the at TEXTRON 1973 OFFICE GLADSTEIN INC. remaining two been has the Roulements payments in I allocation Fafnir that Germany. of the am LeDosseur*s acting manager for stated of aware also Fafnir between as addendum (France) Wulzlager was is payment enclosing France. c a l l if of relating to a The in with their to agent in you have August. no exceptions. signing in his at Fafnir schedule have not capacity of Franco unusual changed, corrected. any questions. regards, (r. GSG/cmp signed However, only Best Enclosures (Germany) LeDosseur France. revised been incorrect. Wulzlagor in headquartered totals has is Fafnir terminated LeDosseur years statement manager was LeDosseui* unusual Please statements Fafnir. statement Fafnir Technically 'It OF S. 13, Iraq. since is GARY February B i l l : relating the /JS VaJ?.»o: WILLIAM F . SLATTERY J. L. Rogers Hartford R. A. Martin Providence Subiecl: the •• W 7 - but the as and 422 A r v r -i - 7 l 37 Booth Street New Britain, CT 06050 203/225-5151 Robert P. Bcockman Vice President—Administration Fafnir Bearing Division of Textron Inc. F e b r u a r y 9, 1978 M r . Gary Gladstein Arthur Young & Company 60 Washington Street Hartford, CT. 06106 Dear Gary: As discussed in our recent telephone conversation, enclosed please find: (1) copy of the Questionable Payments Statement, Fafnir Germany (2) copies of the Statement, Addendum and Rouilleaux letter from Fafnir France. Very truly yours AK Enclosures 423 TEXTRON Statement as to I l l e g a l , Improper o r Questionable Payments This statement i s furnished in connection with the preparation of audit of the consolidated accounts of Textron Inc. For the Textron f i s c a l year ended December 3 1 , the f o r 1977. 1977 ( o r November 3 0 , 1 9 7 7 , in the case of certain c o n s o l i d a t e d i n t e r n a t i o n a l operations) and f o r the period from the end of the f i s c a l year t o the current d a t e , I am not aware in rny Division o r u n i t o f , or elsewhere i n , Textron o f ' (i) any i l l e g a l b r i b e s , kickbacks or other improper o r questionable payments having been made to or f o r the b e n e f i t of any person, ation or government f o r the purpose of obtaining s p e c i a l corpor- concessions or f o r obtaining other f a v o r a b l e treatment in securing business the company; available, (ii) for any company funds 'or property having been made d i r e c t l y or i n d i r e c t l y , as p o l i t i c a l contributions in the United S t a t e s or elsewhere, o r t h a t o f f i c e r s or employees were paid o r reimbursed, d i r e c t l y or i n d i r e c t l y , incurring expenses in p o l i t i c a l elsewhere; and ( i i i ) f o r performing s e r v i c e s activities or in the United S t a t e s or any company f u n d s , property, o r t r a n s a c t i o n s which were not r e f l e c t e d o r accounted f o r on the books, records o r f i n a n c i a l statements of the company. (Employee s i g n a t u r e ) J. Le Dosseur Manager. (Employee name and please p r i n t ) title- F a f n i r Walzlager Division of Textron G.M.B.II. Atlantic ( D i v i s i o n , s u b s i d i a r y or u n i t of Textron). 424 tu^twiii^im u ^ l.r.l. au capital de 1 000000 F T E X T R O N ATLANJC Zone <Tactivit*s du Pont Yblon f. run Joan Pc»rin 93150 LE BLANC-MESNIL - FRANCE r T « . : 931-AO-74 Telex : 690570 TEXTRON VIRAf.: NlWf.: Mr. F.B. Oddie, Marketing Director, Fafnir Bearing Division of T e x t r o n L t d . Wolverhampton England. L GR/SJB I LE BLANC-MESNIL le 16 January 1978, Dear B r i a n , During the period 1972 through 1977 the only case where w e paid commissions to an a g e n t outside o f his country w a s on o u r business with General A u t o m o b i l e of B a g h d a d , Iraq. 1. Name o f agent: 2. Commissions paid: 1976 1977 3. M r . Nahdir'Mustafa, B a g h d a d , Iraq. J Fr. Fes. 654,757.00 Fr. Fes. 386,217.00 of 9jo Mo /,OYo 97J A m o u n t o f business done: 1976 Fr. Fes. 4,020,582.00 1977 Fr. Fes. 2,802,814,00 <rc%c/o3 B e s t regards G . ROUILLEAUX Manager. «.c.P()Nfo> ir 7'i a jio — n* t.'irt'' • .>kj: . n _ DAHOUE BNP 64, a*. «J.I I.I «: .. t.. 425 TEXTRON Statement as to I l l e g a l , Improper o r Questionable Payments This statement i s furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. f o r 1977. For the Textron f i s c a l year ended December 31, 1977 (or November 30, 1977, in the case of certain consolidated international operations) and f o r the period from the end of the f i s c a l year to the current date, I am not aware in my Division or unit o f , or elsewhere in, Textron of ( i ) any i l l e g a l bribes, kickbacks or other improper or questionable payments having been made to or f o r the benefit of any person, corpor- ation or government f o r the purpose of obtaining special concessions or for obtaining other favorable treatment in securing business f o r the company; ( i i ) any company funds or property having been made available, directly or indirectly, as p o l i t i c a l contributions in the United States or elsewhere, or that o f f i c e r s or employees were paid or reimbursed, d i r e c t l y or i n d i r e c t l y , incurring expenses in p o l i t i c a l elsewhere; f o r performing services or a c t i v i t i e s in the United States or and ( i i i ) any company funds, property, or transactions which were not reflected or accounted f o r on the books, records or financial statements of the company. Date 6 . Rouilleaux. Manager (Employee name and t i t l e please print) Fafnir Roulements Division of Toxtron S.A.R.L. (Division, subsidiary or unit of Textron) 426 $1,039,000. A l l such pay mo til's Live ceased. Gerd Drooff indicated that the l o s s of business has been minimal. He only know of one d i s t r i b u t o r in Peru who has- stopped doing business with Fa.tn.ir as a r e s u l t of the termination of the questionable payments. I discussed with management the procedures used to assure that, a l l such unusual payments were included on the l i s t . The procedures required reviewing l i s t s of a l l export commissions paid during 1972 - .1977 and requesting i n t e r n a t i o n a l s a l e s personnel to i d e n t i f y the d i s t r i b u t o r s receiving unusual payments. Some d i f f i c u l t y was encountered in determining the amounts involved f o r 1972 - 1974 since there has been turnover of s a l e s personnel. The t a s k of i d e n t i f y i n g a l l unusual payments rested with s a l e s personnel. The importance of t h i s task was stressed to a l l involved s a l e s personnel and management b e l i e v e s a l l s a l e s personnel were candid in i d e n t i f y i n g the involved d i s t r i b u t o r s . • s There were no unusual payments at F a f n i r Canada, F a f n i r Mexico or F a f n i r Germany. / T h e g e n e r a l manager r e s p o n s i b l e f o r each of these l o c a t i o n s has c e r t i f i e d in a statement that there were no unusual payments at h i s l o c a tion. Procedures t o Cease Future Payments I inquired of management of procedures taken to assure that a l l such payments have ceased. The foil-owing procedures have been imrjlemented to prevent payments from Fafnir U.S.; Accommodation payments - A new accounting b u l l e t i n has been i s s u e d concerning the computation and payment of f o r e i g n representative commissions. A copy of the b u l l e t i n i s e n c l o s e d . Important internal control f e a t u r e s of the new procedures require that accounts payable mail out the commission checks d i r e c t l y and the address of the d i s t r i b u t o r i s printed on the check by the computer. The address in a l l cases i s the country in which the d i s t r i b u t o r ' s main p l a c e of b u s i n e s s i s located. A l l checks are mailed only t o the address appearing on the checks. 427 • O v c r b i l l i n g s - A l l international s a l e s personnel have been n o t i f i e d that o v e r b i l l i n g s to d i s t r i butors when they buy on their own account arc n6 longer permitted. A l l d i s t r i b u t o r s must be c l a s s i f i e d i n t o one of t h r e e - c a t e g o r i e s f o r pricing purx^oses which i s approved by the i n t e r n a t i o n a l s a l e s manager. Overseas l o c a t i o n s of Fafnir have a l l been n o t i f i e d that the o v e r b i l l i n g s and accomodation' payments must cease. U.S. personnel have been assured by the l o c a t i o n s that the payments have ceased, but did not know the d e t a i l s on the new p r o c e d u r e s implemented in t h o s e l o c a t i o n s . Standards of Conduct Statement • The l i s t of employees required t o sign statements of conduct concerning i l l e g a l , improper or q u e s t i o n a b l e payments was reviewed with Beeckman. The procedures l i s t e d in the Textron Master Audit Plan, page 13, were performed. Fafnir management personnel, who were aware of the unusual payments have included an addendum to t h e i r s t a t e ments. Copies of the statements are attached. Management personnel including the addendum are: S — f ) ^ .Fafnir U . S . T. E. Sherer E. DeCaulp R. P. Beeckman H. W. Deuteh L. c. A f f e l d e r G. Drooff - ' President - A s s i s t a n t to the President and Division General Counsel V. P. Administration V. P. International Operations Controller International Sales Manager F a f n i r U.K. L. de Jung L. P. Robertson F. B. Oddie - Managing Director Financial Director Marketing Director - General Manager F a f n i r Hexico J. R. Bonilla 428 In a d d i t i o n , two statement 1 :; from F a f n i r France have not been r e c e i v e d . I t i s e x noc U:d that they w i l l include the addendum. They are from J. LeDosseur and G. Kouilleaux. * * * If you have any questions, Enclosures: * please >;: call. \U F. S l a t t e r y only R. P. Beeckman's January .18, 1978 memo F a f n i r Accounting B u l l e t i n - Computation and Payment of Foreign Representative Commissions Employees Statements with Addendum 429 g/fein, CT. Fafnir Bearing Division of Textron Inc Date: January 18, 1978 Attention: R. A. Van Brooklyn - Providence Subject: Questionable Payments cc: T. E. Sherer, H. W . Deutsch, W . E. De Caulp, L. C. Affelder, J. S. Canzi In accordance with our previous discussions, attached are details for Fafhirs U. S . , -U. K. and France of overbilling and accommodation payments for Fiscal Years 1972 through 1977 as defined in G. W . Miller's letter of May 12, 1977 on the subject of Standard of Conduct. No other units of Fafnir have had payments of this nature during Fiscal Years 1972 through 1977. Furthermore, these practices were long-standing and payments ceased prior to the end of Fiscal Year 1977. Attachments are labelled by unit as follows: Unit Attachment U. S. A U. K. B France R. P. Beeckman RPB:ak atts. 25-067 O - 78 - 28 430 w CI A •Fotnir bearing Division ol Toxlron Inc Date: Attention: H. W. Deutsch Subject: Questionable Payments January 16, 1978 In response to your request, we have tabulated on the attached payments deposited to agents, distributors, or those accounts in banks in countries other than the countries in which their business is located or to distributors who bought products on their own account. The tabulation covers the years 1972 through 1977 showing both the amount of payment and the amount of business done with the payee in each period. . Please also note that the following changes have been made from the report submitted on December 2, 1977: Reported 12-2-77 Revised 1975 $71,681 $84,780 1976 $142,583 $142,543 i'. • * Y ^ tanGe^d Drooff GD:jmr Attach. Change Explanation $13,099 Added W. Santiago, Brazil $ • Reduced Mustafa, Iraq from $34, 343 to $34, 303. (40) %cL .iiCijS&yiX o r IV-SOAL. IMPROPER OROUESTIONAOLS PAVMSNtS • T At KIR U. 5, _jRounded.t© Ji«*te»tjiolUii 00 %MS-tooC fkefiM trj> ' 6y fiteu*« « L^i 432 »- A Fnfnir Bearing Division of Textron Ltd. Wolverhampton W V 2 '•NT. lr bxl Li U l i m i l L S i i i j From: Dale: to: Location: Subject: L . DE JONG 16th December, 1977 MR. H. W. DEUTSCH NEK BRITAIN ' QUESTIONABLE PAYMENTS In response to your letter o f December 7 , information requested is shown on schedules attached. Schedule 1 deals v/ith the amounts o f commissions actually paid in the years 1972 through 1977, either by cheque o r cash to the Agent. As you were advised there are still balances unpaid on the Over Billings Agents accounts for transactions prior to July 1977, held pending settlement of their account for.the goods supplied. These balances will be discharged in the proper . . manner in 1978. as per schedule 111. Schedule 11 shows under the four commission agents,the amount o f business on which commission has been p a i d , v/ith the exception of RIHA who purchases the bulk of the sales shown against Italy for his own account, on which no commissions have been earned. Att: CKMISSION EARNED NAME COUNTRY ; D.A. & U.S. LOY Guyana Rlr'A S.R.L. Italy NADHIR ISMAIL MUSTAFA Iraq JAKAL BASAYAN Iran OVER "3ILLIKGS . 66.25 Fiscal 73 £ 579.95 54.63 221.60 • 2006.02 2592.62 Fiscal 74 £ Fiscal 75 ^ 264.14 Fiscal 76 909.61 £ Fiscal 77 £ 322.OC 920.41 775.CC 52.70 21449.64 43738.97 27822.OC 10000.00 22127.76 6291.OC ' SALFAVEL S.A. Chile K. G. VASILIADIS ' Greece S.A. BRASILERIA DE ROLAMENTOS E MANCIAS BRM Brazil M/S THYE GUAM HIN SDN BHD Malaysia \. FATHALLAH G. KASPAR 2KATIA CO. ' " 4678.47 • SHERKAT:IRAN LUCID DE MASSOULIATE KAHDOUD Iran Iran ELKON BROTHERS LTD • 4741.60 6599.CO 9267.81 1316.92 •3017.44 339.90 1000.00 . 58.20 90.46 3255.00 17.20 . . 600.00 102.88 231.25 ** Sudan* 286.25 ** ' <J3jrt.li. 3 ' Jtr~])cM.t^.% l&^OC 599.00 Israel r / 1115.57 Kenya VALI KHANI T ' W * 6877.51 879.70 55.27 Bahrain ' KKARTO'JM AUTO PARTS SUPPLIERS LTD 58.42 2418.63 * Syria • AGRIQUIP AGENCIES E.A. LTD Paid in Cash Fiscal 72 £ _U>, si*). Jrf a .1 i c q / . $Z'- W'' H.mM //a CO CO 434 .ARTHUR - To: NEW YOUNG YORK OFFICE COMPANY WILLIAM F. SLATTERY . cc: J. L. Rogers ~ Hartford R. A. M a r t i n - Providence 3. A. Botte - New York Subject; Dais.: January 26, 197£ From- HARTFORD OFFICE GA^Y S. GL-U)STEJ;-J . FAFNIR DIVISrOs? 0? 'WST'lOX ISC. - itf.'fJSUAL PAYMl\NT3 Dear Bill:. •As requested in your memo of December 19, 1977, I m e t with Bob Beeckman - Vice President, Gerd D r o o f f International Sales Manager, and Lew Af£e.lder - Controller, to ^become familiar with the circumstances. and .details . surrounding Fafnir's; unusual payments. The. following ^represent the more significant items noted in my discussions -with, management. Background Setvorai members of. Fafnir mana&ment had been, aware of ^these ."overbillings" and "accommodation payments", but did not believe the payments fell '..Into the classification of questionable paymentsPayments of this nature were longstanding and an "off-the-cuff" estimate is that they may date back as far as 20 years. • ' v • C G.; William Miller's memo of May 12, 1977 made it clear that Textron considered payments of this nature to be questionable payments and Fafnir notified Textron that they c had some "overbillings" and "accommodation, payments". * Ron Van Brocklyn requested an analysis bo made of all such payments f r s 1 9 7 5 , 1976 and 1977. This was don': in Beeckman's December 2 and December 5 , 1977 memos to Van Brocklyn which y o u have s e e n . Subsequently, Van Brocklyn requested a further analysis of all such payments and total volume of b u s i n e s s done with the specific distributors for fiscal years 1972 — 1977. Beeckman sent a memo to Van Brocklyn on January IS, 1978 with the details. A copy of the memo is s? enclosed* O / On January 23, 1973, Van Broclclyn called Beeckman to request all the available details surrounding the payments discussed in the January IS, 1978 memo. Van Brocklyn also indicated that, based on the information received to date, these payments should be classified as -"unusual " and not questionable payments. The client is presently preparing the additional information. Mjjjyiitude of Payments 1972 - .1977 For fiscal years 1972 - 1977, Fafnir's consolidated volume of business involving the questionable payments was approximately $14,480,000 with questionable payments of 6 Lec : .•.Mi SSI ON EARNED • NAME ., A. & M.S. LOY :;-!A S.R.L. Italy .DHIR ISMAIL MUSTAFA Iraq • Fiscal 72 ' Fiscal 73 • COUNTRY Guyana .ML BABAYAN • sChtbuv. uu^iAcii L>Ui\t£ . Iran f 3128 ^ 7600 2900 • - ' • Fiscal 76 10261 £ Fiscal 77 8078 32100 5400 68000 178757 181941 135774 76120 103450 115260 21157 10285 48385 51500 - 34450 f 4777 - 14170 fiscal 75 Fiscal 74 f 3288 100430 ZR BILLINGS LFAVEL S.A. G. VASILIADIS Chile 18987 Greece .22048 12576 11748 45730 60770 -72434 '86707 A. BRASILERIA DE ROLAMENTOS E MANCIAS BRM Brazil 5 THYE GUAN HIN SDN BHD . Malaysia THALLAH G. KASPAR ;TIA •Syria Bahrain co. . 7318 . 7657 22296 Kenya - Iran - ; ' - • .11999 - 195 IRKAT IRAN LUCID DE MASSOULIATE MAHDOUD 472 79945 - - 11 QUIP AGENCIES E.A. LTD * .* - 260 -• 6545 10630 • ' ' 1158 5477 Israel 25617 23000 27680 ;• 29535 Sudan 2771 7944 7083 5269 .1 KHAN I Iran " 2058; ' uxvn 7Vr/vs fr't* I rs-"' ^y-. iVW* - - 2472 RTOUM AUTO PARTS SUPPLIERS LTD ' . 884 '.CN BROTHERS LTD - 66585 • 121457 - 543.- 423 3788; 40403 114041'. 13288. 21536 - • - - 31577 45702 - 17411 £ #7,WW* mVYiYY &X&9, TO 'jO/o,;^. 436 FAFNIR - FRANCE Schedule of Questionable Payments (Fiscal Years 1972 - 1977) (In French Francs) Name &c Address of Agent Nahdir Mustafa Baghdad, Iraq Fiscal Years 1976 1972-1975 NONE 1977 Business Done Commission Payment FF 968, 903 FF 120, 713 *loo * >13, 70>;v Business. .Done Commissic Payment FF5, 854, 493 FF920.26 fJ .iV>C>p f.Zat,, oir.x The above represents commission payments deposited to agent's account in bank of. country other than in country in which agent's business is located. Source: Memo to George Rouilleaux from L. de Jong dated January 5, 1978 RPB 1/17/7S 7 437 A C C O U N T I N G B U L L E T I N NO: DATE SUBJECT: 7 8 - 1 January" C O M P U T A T I O N A N D P A Y M E N T OF FOREIGN R E P R E S E N T A T I V E 6 , 1978 COMMISSIONS •PURPOSE: T o e s t a b l i s h p o l i c y and p r o c e d u r e s for the p a y m e n t of c o m m i s s i o n s to F a f n i r ' s foreign r e p r e s e n t a t i v e s . SCOPE: T h i s p r o c e d u r e w i l l b e u s e d to c o m p u t e c o m m i s s i o n s on a l l i n t e r n a t i o n a l i n v o i c e s and to p r o c e s s p a y m e n t to the appropriate representative. D I S T R I B U T I ON ~ A , 3 , G 0.. w s n. texironl ' CtflVf R O L L E R 438 Accounting Eulletin N o . 78-1 January 6, 197ft TABLE OF CONTENTS p^GE NO. POLICY AND RESPONSIBILITIES 1 PROCEDURES 1 2,.1 PREPARATION OF THE COMMISSION COPY 1 2.1.1 INVOICING DEPARTMENT 2.1.2 INTERNATIONAL SALES 2.1.3 ACCOUNTS RECEIVABLE 2,.2 PAYflENT 1 2 2 2 2.2.1 ACCOUNTS RECEIVABLE 2 .2.2 INVOICING DEPARTMENT 2.2.3 ACCOUNTS PAYABLE 2 3 3 2..3 MONTH END 4 2.3.1 2.3.2 2,3.3 2.3.4 4 4 4 4 ACCOUNTS PAYABLE INVOICING INTERNATIONAL SALES ACCOUNTS. PAYABLE 2,.4 MONTHLY ACCRUAL 4 2,.5 MAINTENANCE 5 REQUIREMENTS 2.5.1 REP RESENTATIVE COMMISSION MASTER LIST 5 REPRESENTATIVE COMMISSION MASTET? LIST 5 PART I COUNTRIES COVERED BY REPRESENTATIVE AGREEMENTS 5 PART II REPRESENTATIVE ADDRESSES & SPECIAL INSTR. 6 439 No. 78-1 Date January 6,1978 Page 1 oflO. POLICY AND RESPONSIBILITIES: The Vice-President of International Operations is responsible for establishing commission aareements with foreign representatives. The Controller is responsible for calculating and paying foreign representative commissions in accordance with the agreements. f Payment: Commissions will be computed on Fafnir s net invoice price to the customer less any special overseas packing and any transportation cost included in the invoice price, and less any trade and cash discounts shown on the invoice and allowed to and taken by the customer, and less any credits issued to the customer. The commission will be due and payable within the calendar month following receipt of payment in full by Fafnir from the customer. PROCEDURES: 2 . 1 PREPARATION OF THE COMMISSION COPY The following steps will be taken to establish the commission copy. 2 . 1 . 1 INVOICING DEPARTMENT After preparino the International invoice for ' mailing, copies of each invoice will be sent to the International Sales Department. One of these copies will be stamped with the 'Commission Copy' stamp and annotated as follows: 1. The representative's name is written in the top block. If no commission is due, the word 'None' will be entered. 2 . The commission percentage is entered in the lower block, if applicable. Note: A specific amount in lieu of the percentage may be used. 3. The coniriission copy is logged into the commissions register, (invoice date, amount, number, representative, 6 commission %). 4. After the commission copy has been logged, both copies are forwarded to International Sales. 440 No. 78-1 Date January 6 , 19 Page 2 of 10 2.1.2 INTERNATIONAL SALES Upon receipt of the two copies, the unstamped copy is filed for internal use. The commission copy is logged in the.international copy of the commissions register. The assignment of representative and the applicable percentage is checked against accounting's copy of the representative commission master list. Any discrepancies will be brought immediately to the attention of Invoicing. After the commission copy has been logged and checked, it will be initialed by the individual in charge of commission control and will be forwarded to Accounts Receivable. 2.1.3 ACCOUNTS RECEIVABLE The commission copy is filed in Accounts Receivable awaiting payment of the invoice. .2 PAYMENT 2.2.1 ACCOUNTS RECEIVABLE When payment of an international invoice is received, one of the following steps is taken: . 1 . Payment of invoice in full, when full payment of the invoice is received, the commission copy is annotated 'Paid' 'Date' 'Initials' by the clerk who posts the receipt. 2 . Credit memos deducted by the customer. When the customer deducts a credit with his remittance, the commission copy is annotated, 'Deducted' 'Date' 'Initials' by the clerk posting receipts. This will be deducted by the commissions clerk in figuring the material value of the invoice. 3 . Freight invoices (F&G Billings). These invoices do not receive a commission and are not sent to the commissions clerk. 4 . Short payments. When the customer does not pay the invoice in full, the invoice is held. If payment is completed, the procedure in step 1 is followed. If the remainder is subsequently written off, the amount written off is deducted and the amount actually paid is noted. Commission is computed on the amount paid by the customer. 441 N o . 78-1 Date January Page 3 of G, 19 7 i 10 2.2.2 INVOICING DEPARTMENT Upon receipt of the completed commission copy, the 1 'Date Invoice Paid' and 'Date Commission Paid blocks are filled in on the commission register. If a commission is payable on the invoice, a copy is made for the file of paid invoices which is maintained in . Invoicing until month end. The commission is computed using the commission percentage times the total value of merchandise. The following steps will be .taken by the commission clerk in preparing the commission copy: 1 . Stamp the commission copy with the in stamp. 2 . The commission amount is entered on the bottom of the invoice and underlined. 3. Assign the vendor number, (see the representative commission master list for current vendor numbers)„ 4 . Assign the payment date. The payment date is always the 2nd Friday after the end of the Textron m o n t h . 5 . Place a #2 beside the invoice number on the commission copy. This will be used by Accounts Payable to code the commission for payment. 6 . Check payment approved block and initial. 7 . Enter '36 3-33' in the account number b l o c k . 8. Make a copy of the completed commission copy and file it with the paid invoices, on which no commission is due, until month e n d . 9 . Forward the completed commission copy to Accounts Payable. 2.2.3 ACCOUNTS PAYABLE Upon receipt of the.commission copy, Accounts Payable will recompute the commission and input the copy for payment. The computer will- automatically produce a check with a listing of the invoice numbers and commission amounts on the remittance advice. If any errors are noted by Accounts Payable, the commission copy will be returned to the commission clerk in the Invoicing Department for correction. 442 No. 70.1 Date January Page 4 of 10. 6, 197 2.3 MONTH END At month end the following steps will be taken. 2.3.1 ACCOUNTS PAYABLE 1 . Forward the check copy and supporting 'mmwiggiAn < cop ie s^ to. Internati pnalJ5.aJ.es /_.and_r_e.t.ciijj_the original for,control. 2 . Total the amounts paid to all representatives for the month. 3. Forward a copy of the Accounts Payable voucher register (Account N r . 363-33 International Sales), 2.3.2 INVOICING 1 . Forward the file of commission copies on which payment was received, to International Sales. 2 . Total all commission amounts to be paid at month end and check against the total dollar amount of commission on the checks that were prepared by Accounts Payable. • 2.3.3 INTERNATIONAL SALES 1 . Review the commission copies and payments. 2 . Retain the commission copies from Invoicing for updating of the commission register and for preparation of the payment report. 3 . Initial the check copy, return it _andthe-_s.upp.or.tina ' commission ' c o p i e s _ t o A c co.unts „_.P ay able. 2.3.4 ACCOUNTS PAYABLE Upon return of the check copy/ mail J^he_check and remittance^ advice in accord an ce.j^'TtH.. tKe~spe.cial* instructions^ from the representative commission master list, and file the check copy with Jthe^commission "copies""* at ta'ched 2.4 MONTHLY ACCRUAL Account Number 36 3-33 'Accrued Foreiqn Representatives Commissions' is charged with actual commissions. The amount to be accrued is determined on an annual basis by International Sales and General Accountinq. The accrual is used by General Accounting for preparation of the profit plan. 443 No . Date 7ff — 1 January 5 o f 10 Page T h e a c c r u a l is b o o k e d to s e l l i n g Accounting. T h e a c c r u a l is r e v i e w e d w i t h General A c c o u n t i n g . 2.5 MAINTENANCE expense monthly International by f,. 197 General Sales quarterly by REQUIREMENTS T h e f o l l o w i n g m a i n t e n a n c e r e q u i r e m e n t s are e s s e n t i a l to t h e c o r r e c t p a y m e n t o f c o m m i s s i o n s to o u r f o r e i g n r e p r e s e n t a t i v e s . 2.5:1 REPRESENTATIVE COMMISSION MASTER LIST I n t e r n a t i o n a l S a l e s is r e s p o n s i b l e f o r u p d a t i n g t h e l i s t on an a n n u a l b a s i s w i t h i n t e r i m u p d a t e s in w r i t i n g . Inform I n v o i c i n g o f a n y d e v i a t i o n s in w r i t i n g , and A c c o u n t s P a y a b l e o f a n y a d d r e s s c h a n g e s in w r i t i n g as r e q u i r e d . A c c o u n t s P a y a b l e w i l l i s s u e v e n d o r n u m b e r s on n e w a t i v e s a n d i n f o r m I n v o i c i n g o f t h e s e in w r i t i n g . represent- 3 . REPRESENTATIVE COMMISSION MASTER LIST • PART I C O U N T R I E S C O V E R E D BY R g P f t g S E N T A T I V E AGREEMENTS NOTE: If a c o u n t r y is n o t l i s t e d in t h i s s e c t i o n o f t h e r e p r e s e n t a t i v e c o m m i s s i o n m a s t e r l i s t , t h e r e is no r e p r e s e n t a t i v e a g r e e m e n t covering that country. REPRESENTATIVE COUNTRY Argentina Brazil Chile Colombia Dominican Ecuador Rep. Hong Kong India Indones i a Iran Israel Italy Japan COMMISSION Eduardo P. Michans 10% BRM S . A . (Except BRM invoices) 10% S a l f a v e l , S . A . (Except Salfavel 10% invoices) Quinteros Limitada 10% Rafael Benitez Carrillo 10% A l m a c e n de R u l i m a n e s ( E x c e p t Alma10% cen de R u l i m a n e s , A n g l o E c u a t o r i a n a , and Industrias s a l e s ) M u l l e r and P h i p p s 10% M u l l e r a n d P h i p p s (An a d d i t i o n a l 5% 5% c o m m i s s i o n is p a i d to M & P - I n d i a by t h e c u s t o m e r . ) Muller and Phipps 10% J. Babayan 10% Attias Agencies 5% R.I.M.A., S.R.L. (Except R.I.M.A. 10% invoices) M u l l e r a n d P h i p p s ( E x c e p t NTN 10% invoices) 444 No. Date Page COUNTRY Peru Phi 1 1 p p i n e s Portugal Si n g a p o r e Taiwan Thai 1 and Turkey Uruguay Yugoslavi a Zaire PART II R E P R E S E N T A T I V E Vendor Name: Mail Check COMMISSION REPRESENTATIVE M u l l e r and Phipps M u l l e r and Phipps M u l l e r and Phipps Maquinaria Ludeca S . A . (Except Maquinaria Ludeca invoices) Franz K. Schmid Muller and Phipps Daun L i m i t a d a (Tap invoices o n l y 5%) M u l l e r and Phipps M u l l e r and P h i p p s M u l l e r and Phipps Burla Biradeler M a y f e r S . A . ( B e c a w S . A . and I s a v F. Hernandez invoices only) Ougohemija Representatives B u r e a u T e c h n i q u e BIA Korea Macao Maiaysi a Ni c a r a g u a Eduardo ADDRESSED AND SPECIAL P. Michans 10% 10% 10% 10% 10% 10% 5% 10% 10% 10% 5% 10% 10% 10% INSTRUCTIONS Vendor Number: To: Eduardo P. Michans Carlos Pellegrini 173 Buenos A i r e s , Argentina Vendor Name: Vendor Number: Mail Check Almacen de R u l i m a n e s S a l v a t i e r r a 03580 To: A l m a c e n de R u l i m a n e s Casilla 5798 Guayaqui1 Ecuador Salvatierra S.A. S.A. 62740 78-1 J a n u a r y 6, 6 o f 10 197 445 No. REPRESENTATIVE Vendor Mail COMMISSION Name: Check Attias Vendor Name: Check Agencies LIST Limited Date January Page 7 of (con't.) Vendor Number: 08105 Vendor Number: 11250 To: Attias Agencies P . O . Box 1910 Tel A v i v Israel Mail MASTER 78-1 Limited Jamal Babayan . To: Jamal Babayan P . O . Box 253 T e h e r a n , Iran Vendor Name: BRM S/A Mail Check to: BRM S/A CAIXA Postal 20.610 Sao Paulo - SP-CEP .01000 Brazil Vendor Name: Bula Biraderler Ve SSI Vendor Number: 16985 Mail Check To: Burla Birderler v e SSI Karakoy Hezaren Caddessi 61-63 P . O . Box 283, Karakoy Istanbul, Turkey 25-067 O - 78 - 29 Vendor Number: 15670 .6,1978 10 446 No. Date 78-1 January Page REPRESENTATIVE COMMISSION Vendor Name; Rafael Vendor Number: Mail Check MASTER Benitez LIST Carrillo (con't.) Inc. 19296 To: Rafael Benitez Carrillo I n c . P . O . Box 4 2 6 San J u a n , Puerto Rico 0 0 9 3 6 Vendor Name: Daun Limitada Vendor Number: Mail Check To: Daun Limitada Rua Dos Fanqueiros 2620 Lisboa 2 Portugal Vendor Name: " Jugohemija Representatives Vendor Number: 54240 Mail Check To: Jugohemija Representatives Department Standard General Zdanova Belgrade, Yugoslavia 28425 6 8 of 1 447 No. REPRESENTATIVE COMMISSION Vendor Name: Mail Check Maquinaria Vendor Name: Check Ludeca S.A. Vendor Number: 61231 Vendor Number: 61688 To: Vendor Name: Muller and Phipps International 65285 To: M u l l e r and Phipps International 640 S a c r a m e n t o Street P . O . Box 3994 San F r a n c i s c o , C a l i f o r n i a 94119 Special Corp. Instructions: Copy of invoices 9 S.A. Mayfer S.A. Vendor Number: Check January (con't.) Mayfer S.A. Yaguaron 1441 Montevideo Uruguay Mail Date Page To: Maquinaria Ludeca A p a r t a d o 861 Managua Nicaragua Mail MASTER LIST 7 3-1 to a c c o m p a n y statement. Corp. f 0 6, 1C 448 NO. 78-1 Date January Page 10 o f I . M U S T A F A & N T N T 0 Y 0 B E A R I N G T R A D I N G A R E NO L O N G E R t h e r e f o r e c o m m i s s i o n s are no l o n g e r p a i d . AGENTS » and REPRESENTATIVE COMMISION MASTER LIST (con't.) Vendor Name: Quinteros Limitada Vendor Number: 77215 Mail Check To: Quinteros Limitada Apartado Aereo N o . 4308 Bogota Colombia Special Instructions: A copy of all payments must be sent to: M r . Hernando Quinteros. Transversal 3 N o . 84-35 Bogota, Colombia Vendor Name: Salfavel, S . A . Vendor Number: 81455 Vendor Number: 77531 Mail Check To: Salfavel, S . A . Avenida Ejercito 62 Santiago/ Chile ATTN: M r . Manuel Velasco W . Manager Vendor Name: R.I.M.A., S.R.L. Mail Check To: R.I.M.A., S.R.L. Piazza Firenze 15 26149 Milano Italy 6, 10 19 449 T E X T R O N INC. M A S T E R AUDIT PLAN - D O M E S T I C D e c e m b e r 3 1 , 1977 P a g e 13 .j _ , . ..... / r " : Review of R e p l a c e m e n t -Qxfst D a t a / p f fsik T e x t r o n has requested divisional personnel to compute r e p l a c e m e n t cost data in o r d e r ico comply with d i s c l o s u r e s required in its Form 10-K and Annual Report to S h a r e h o l d e r s . Last year all r e p l a c e m e n t cost i n f o r m a t i o n p a s reviewed by AY Providence for reasonableness. In o r d e r to qomply with _the p £ o y i s i o n s _ o f Statem e n t on A u d i t i n g S t a n d a r d s No jf' "187" r e p l a c e m e n t cost' data"" re la'ting to fixed""a"ssets""wi'l 1" be""rev'fpe'd ~by;~~l oca'l~-AY- ;represent_ati_ves P r o c e d u r e s outlined in" S A S - 1 8 shouid^be^^referred" to and" applied in the r e v i e w . | ' H o u r s spent on p e r f o r m i n g the review of replacement cost d a t a s h o u l d _ b e charged^Jto_code 5 O O I - 7 9 7 0 0 - 0 1 9 and not to the divis i o n a l "code" sTnd^fiJ^^ JLvision. In many c a s e s , t h e r e v i e w s h o u l d jjbe c o m p l e t e d i n ^ l e s s t h a n 4 h o u r s . R e p l a c e m e n t c o s t /jtiata for inventory will be reviewed in P r o v i d e n c e by r e p r e s e n t a t i v e s of AY P r o v i d e n c e . data F i n d i n g s and c o n c l u s i o n s relative to replacement cost s h o u l d be included a s a separate section in your top m e m o . I l l e g a l , i m p r o p e r or q u e s t i o n a b l e transactions SAS #17 entitled "Illegal A c t s by Clients" w a s issued in J a n u a r y 1977 and p r o v i d e s g u i d a n c e for an auditor when client acts t h a t a p p e a r to him to b e illegal come to his attention during an t:;amination of f i n a n c i a l . s t a t e m e n t s . 2he s t a t e m e n t d o e s n o t p r o v i d e for any a d d i t i o n a l p r o c e d u r e s to be employed in conducting a n e x a m i n a t i o n in a c c o r d a n c e w i t h g e n e r a l l y a c c e p t e d a u d i t i n g s t a n d a r d s . H o w e v e r , again this y e a r , Textron will circularize its k e y e x e c u t i v e s to e n s u r e that there are no i l l e g a l , improper or q u e s t i o n a b l e t r a n s a c t i o n s of any k i n d . We have been requested to f o r m a l l y r e p o r t to T e x t r o n ' s A u d i t C o m m i t t e e the r e s u l t s of this endeavor. We_ e x p e c t t h a t G . W i 1 l i a m .Mi l.ler„.wil'l . be...sending a letter requesting such a survey to Division P r e s i d e n t s . A copy of t h a t letter will be forwarded to you when it is a v a i l a b l e . The f o l l o w i n g p r o c e d u r e s s h o u l d b e u t i l i z e d in r e v i e w i n g i l l e g a l p a y m e n t s letters: 1. Obtain list of all p e r s o n s asked to sign the Statem e n t as to I l l e g a l , Improper or Questionable P a y m e n t s . 2 . Evaluate the list a s to its i n c l u s i v e n e s s of persons ( U . S . and n o n - U . S . e n t i t i e s and o p e r a t i o n s ) in accorda n c e with the c o v e r a g e described in G» William Miller's letter. f/W /Ji / ^ h 450 TEXTRON Ix\C. MASTER AUDIT PLAN - DOMESTIC December 31, 1.977 Page 14 3. Send a copy of the list to W . F . Slattery. in New / . f York and R. A . Martin in Providence. Also advise us of a n y o n e and their f u n c t i o n who you b e l i e v e should b e added to the list and whom the Division President deemed /? 7 not appropriate after your reading of the list. Q ) ^ 4 . Examine each signed Statement obtained by the Divis i o n President. Please send a copy of any Statement which notes exception or has any change in language to W . F . Slattery and R . A. Martin. You will then receive/? i n s t r u c t i o n s as to a n y f u r t h e r f o l l o w - o n p r o c e d u r e . ^ ' 5. Include the following representation letter. paragraph in the Division's DRAFT PARAGRAPH FOR INCLUSION IN REPRESENTATION LETTERS " B a s e d on r e s p o n s e s r e c e i v e d from o f f i c e r s and f r o m \ other persons who have an understanding and a knowledge of busi= \ n e s s a c t i v i t i e s w i t h i n o u r o p e r a t i o n and b a s e d on my p e r s o n a l J knowledge, for the fiscal year ended December 31, 1977 and \for the / period from December 31," 1977 to date, we are not aware of (i) any i l l e g a l b r i b e s , k i c k b a c k s or o t h e r i m p r o p e r or q u e s t i o n a b l e A payments having been made to or for the benefit of any person, f y ' corporation or government for the purpose of obtaining special j concessions or for obtaining other favorable treatment in securing ! b u s i n e s s for the c o m p a n y ; (ii) any c o m p a n y f u n d s or p r o p e r t y \ having been made available, directly or indirectly, as political » * contributions in the United States or elsewhere, or that officers \ or e m p l o y e e s w e r e p a i d or .reimbursed, d i r e c t l y or i n d i r e c t l y , ^ for performing services or incurring expenses in political activi= j t i e s in the U n i t e d S t a t e s or e l s e w h e r e ; and ( i i i ) any c o m p a n y { f u n d s , p r o p e r t y , o r t r a n s a c t i o n s w h i c h w e r e not r e f l e c t e d o r ; accounted for on the b o o k s , records or financial statements of the / company." (Or, - , / • /Z-l-1.' >• 451 FAFNIR - FISCAL YEAR 1977 LIST OF EMPLOYEES SIGNING STATEMENT AS TO ILLEGAL, IMPROPER, OR QUESTIONABLE PAYMENTS (Per G. W . Miller Letter of November 1, 1977) £ Name l. 2. 3. • 4. 0 5. » 6. • 7. » 8. • 9. • 10. • 11. • 12. * 13. • f 14. 15. 16. / 17. 1 18. 19. 20. 21. H. H. if? A . ^ R. sff W . If R. & H. H. ,tr F. W. iM L. > f it G, . 5 •er Sherer v / Brodsky A Frisbie"^ Cooper \ Toppin De Caulp y Beeckman V Deutsch V Van Dorn * Fitch Lee C. AffelderV • t.-cty ./ c Y ^ U. S. ' Drooff Y* de Jong V P. Robertson"*/ Wall ^ Oddie Y King M' J. Le Dosseur G. Rouilleaux^ 22. L. J. B. V. Location E. M. S. A. M. E. P. W. B. K. W. U. K. France I. J. Bonilla Mexico G. R. Porter Canada •" / * • /*• , , , TES ' / 1/3/78 / , / . , . , / V / f) 452 TEX YRON Statement as to Illegal, Improper or Questionable Payments This statement is furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. f o r 1977. F o r the Textron f i s c a l year ended D e c e m b e r 31, 1977,(or November 30, 1977, in the case of certain consolidated international operations) and f o r the period f r o m the end of the f i s c a l year to the current date, I am not aware in bnck* or olhtvr improper or questionable payments having been made to or for tlitf Imnnfil I»l rj n y (in m i n i , t i n jn»rrtl l«»ii o r g o v « ruinnitl lor llm jmrpoHn of ob- taining special concessions or f o r obtaining other favorable treatment in s e curing business f o r the company; (ii) any company funds or property having been m a d e available, directly or indirectly, as political contributions in the United States or elsewhere, or that o f f i c e r s or e m p l o y e e s were paid or r e i m bursed, directly or indirectly, for performing s e r v i c e s or incurring expenses in political activities in the United States or e l s e w h e r e ; and (iii) any company funds, property, or transactions which were not reflected o r accounted for on the books, r e c o r d s or financial statements of the company. , /yZ3 /-ys' * iV n Date L Lit'I/* ( F m n l n v p o signature) '' (Employee (Employee name and title please' print) /'/V-A //>' n^lJC. (N'G .h i YiS/C AJ (Division, subsidiary or unit of Textron) 453 TEX YRON S t a t e m e n t as to I l l e g a l , I m p r o p e r or Questionable Payments Addendum In the p a s t , s o m e c o m m i s s i o n p a y m e n t s h a v e b e e n d e p o s i t e d to a g e n t s ' , d i s t r i b u t o r s ' , o r their p r i n c i p a l s ' a c c o u n t s in banks in c o u n t r i e s other than the c o u n t r i e s in w h i c h their b u s i n e s s i s located. On o c c a s i o n s , c o m m i s s i o n s h a v e b e e n paid to d i s t r i b u t o r s w h o bought p r o d u c t s f o r their own a c c o u n t . No other p a y m e n t s of a s i m i l a r n a t u r e h a v e been m a d e . T h e s e p r a c t i c e s have been d i s c o n t i n u e d . A l l such p a y m e n t s a r e n o w p a i d b y c h e c k d r a w n to the o r d e r of the b u s i n e s s entity i n v o l v e d and m a i l e d to their p l a c e of b u s i n e s s in the c o u n t r y in which they a r e located. S e e m e m o of January 1 8 , 1 9 7 8 , f r o m R . P . B e e c k m a n to R . A . V a n B r o o k l y n on this s u b j e c t f o r d e t a i l s . \ (Employee signature) ( E m p l o y e e n a m e and t i t l e p l e a s e print) bw/'csiok) ( D i v i s i o n , s u b s i d i a r y or unit of T e x t r o n ) 454 TEX YRON Statement as to Illegal, Improper or Questionable Payments This statement is furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. for 1977. For the Textron fiscal year ended December 31, .1977,(or November 30, 1977, in the case of certain consolidated international operations) and for the period from the end of the fiscal year to the current date, I am not aware in my Division or unit of, or elsewhere in, Textron of (i) any illegal bribes, kickbacks or other improper or questionable payments having been made to, or for the benefit of any person, corporation or government for the purpose of obtaining special concessions or for obtaining other favorable treatment in securing business for the company; (ii) any company funds or property having been made available, directly or indirectly, as political contributions in the United States or elsewhere, or that officers or employees were paid or reimbursed, directly or indirectly, for performing services or incurring expenses in political activities in the United States or elsewhere; and (iii) any company funds, property, or transactions which were not reflected or accounted for on the books, records or financial statements of the company. (Employee name and title - (Division, subsidiary or unit of Textron) 455 TEX YRON Statement as to Illegal, Improper or Questionable Payments Addendum In the past, some commission payments have been deposited to agents', distributors', or their principals' accounts in banks in countries other than the countries in which their business is located. On occasions, c o m m i s s i o n s have been paid to d i s t r i butors who bought products for their own account. No other payments of a similar nature have been m a d e . These practices have been discontinued. A l l such payments are now paid by check drawn to the order of the business entity involved and mailed to their place of business in the country in which they are located. See m e m o of January 18, 1978, f r o m R. P. Beeckman to R. A. Van Brocklyn on this subject for details. Date (Employee signa€ure) W- £ ftg (Employee name and title- (Division, subsidiary or unit'of Textron) 456 T E X YRON Statement as to Illegal, Improper or Questionable Payments This statement is furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. for 1977. For the Textron f i s c a l year ended D e c e m b e r 31, 1977,(or November 30, 1977, in the case of certain consolidated international operations) and f o r the period f r o m the end of the f i s c a l year to the current date, I a m not aware in m y Division or unit of, or elsewhere in, Textron of (i) any illegal b r i b e s , kick- backs or other improper or questionable payments having been made to or f o r the benefit of any person, corporation or government for the purpose of obtaining special concessions or f o r obtaining other favorable treatment in s e curing business f o r the company; (ii) any company funds or property having been made available, directly or indirectly, as political contributions in the United States o r e l s e w h e r e , or that officers or employees were paid or r e i m bursed, directly or indirectly, for performing s e r v i c e s or incurring expenses in political activities in the United States or elsewhere; and (iii) any company funds, property, o r transactions which were not reflected or accounted for or. the books, r e c o r d s or financial statements of the company. (Employee signature) intio )?- P V-PAUvrt«+; (Employee name and title please print) (Division, subsidiary or unit of Textron) 457 TEX YRON S t a t e m e n t as to I l l e g a l , I m p r o p e r or Questionable Payments Addendum In the p a s t , s o m e c o m m i s s i o n p a y m e n t s h a v e b e e n d e p o s i t e d to a g e n t s ' , d i s t r i b u t o r s ' , o r their p r i n c i p a l s ' a c c o u n t s in bank* in c o u n t r i e s o t h e r than the c o u n t r i e s in which their b u s i n e s s i s located. On o c c a s i o n s , c o m m i s s i o n s h a v e b^en paid to d i s t r i butors who bought p r o d u c t s f o r their own account. No o t h e r p a y m e n t s of a s i m i l a r n a t u r e h a v e been m a d e . T h e s e p r a c t i c e s h a v e been discontinued. A l l such p a y m e n t s a r e now paid b y c h e c k d r a w n to the o r d e r of the b u s i n e s s entity involved and m a i l e d to their p l a c e of b u s i n e s s in the c o u n t r y in which they a r e l o c a t e d . See m e m o of January 1 8 , 1 9 ? 8 , f r o m R . P. B e e c k m a n to R. A . V a n B r o c k l y n on this s u b j e c t f o r d e t a i l s . S b r v . ^ 2 ? )<jl<2 ( E m p l o y e e signature) Date ff ft t/. f - M ( E m p l o y e e n a m e and t i t l e p l e a s e print) (Division, s u b s i d i a r y or unit of T e x t r o n ) W i W . o n 458 T E X YRON Statement as to Illegal, I m p r o p e r o r Questionable P a y m e n t s This statement is furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. for 1977. F o r the Textron fiscal year ended D e c e m b e r 31, 1977>(or N o v e m b e r 30, 1 9 7 7 , in the case of certain consolidated international .operations) a n d for the period f r o m the end of the fiscal year to the current date, I a m not a w a r e in m y Division or unit of, or elsewhere in, Textron of (i) a n y illegal bribes, kickb a c k s o r other i m p r o p e r o r questionable p a y m e n t s having b e e n m a d e to or for the benefit of a n y p e r s o n , corporation or g o v e r n m e n t for the p u r p o s e of obtaining special concessions o r for obtaining other favorable treatment in securing business for the c o m p a n y ; (ii) a n y c o m p a n y funds or property having b e e n m a d e available, directly or indirectly, a s political contributions in the U n i t e d States o r e l s e w h e r e , o r that officers or e m p l o y e e s w e r e paid or r e i m b u r s e d , directly or indirectly, for p e r f o r m i n g services or incurring e x p e n s e s in political activities in the United States or elsewhere; and (iii) a n y c o m p a n y funds, property, o r transactions w h i c h w e r e not reflected or accounted for on the b o o k s , records or financial statements of the c o m p a n y . January 1Qf IQ7R Date ( E m p l o y e e signature) H . W . D c u t s c h . V . P. Tnt'1 finnq ( E m p l o y e e name and title p l e a s e print) F A F N I R BEAKTNr, (Division, subsidiary or unit of Textron) 459 TEX YRON S t a t e m e n t as to I l l e g a l , I m p r o p e r or Questionable Payments Addendum In the p a s t , s o m e c o m m i s s i o n p a y m e n t s have b e e n d e p o s i t e d to a g e n t s ' , d i s t r i b u t o r s 1 , o r their p r i n c i p a l s ' a c c o u n t s in banks in c o u n t r i e s o t h e r than the c o u n t r i e s in which their b u s i n e s s i s located. On o c c a s i o n s , c o m m i s s i o n s h a v » been paid to d i s t r i b u t o r s who bought p r o d u c t s f o r their own account. No o t h e r p a y m e n t s of a s i m i l a r n a t u r e h a v e b e e n m a d e . T h e s e p r a c t i c e s h a v e been d i s c o n t i n u e d . A l l such p a y m e n t s a r e n o w paid b y c h e c k d r a w n to the o r d e r of the b u s i n e s s entity i n v o l v e d and m a i l e d to their p l a c e of b u s i n e s s in the c o u n t r y in which they a r e l o c a t e d . See m e m o of January 1 8 , 1 9 7 8 , f r o m R . P. B e e c k m a n to R . A . V a n B r o o k l y n on this s u b j e c t f o r d e t a i l s . January 1 9 , Date 1978 H . W . D e u t s c h . V . P . Int'l O p e r s ( E m p l o y e e n a m e and t i t l e p l e a s e print) FAFNIR BEARING ( D i v i s i o n , s u b s i d i a r y or unit* of T e x t r o n ) 460 T E X YRON Statement as to Illegal, Improper or Questionable Payments This statement is furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. for 1977. F o r the Textron f i s c a l year ended D e c e m b e r 31, 1977,(or November 30, 1977, in the case of certain consolidated international operations) and f o r the period f r o m the end of the f i s c a l year to the current date, I am not aware in m y Division or unit of, or elsewhere in, Textron of (i) any illegal bribes, kickbacks o r other improper or questionable payments having been made to or for the benefit of any person, corporation or government for.the purpose of obtaining special concessions or f o r obtaining other favorable treatment in s e curing business f o r the company; (ii) any company funds or property having been m a d e available, directly or indirectly, as political contributions in the United States o r elsewhere, or that o f f i c e r s or employees were paid or r e i m bursed, directly or indirectly, for performing s e r v i c e s or incurring expenses in political activities in the United States or elsewhere; and (iii) any company funds, property, or transactions which were not reflected or accounted for on the books, r e c o r d s or financial statements of the company. Date (Employed signature) L C ,^-FFBuDcij ; &C fi/TRoller (Employee name and title please print) F ft Fn / / j (Division, subsidiary or unit of Textron) 461 TEX YRON S t a t e m e n t as to I l l e g a l , I m p r o p e r or Questionable Payments Addendum In the p a s t , s o m e c o m m i s s i o n p a y m e n t s h a v e b e e n d e p o s i t e d to a g e n t s ' , d i s t r i b u t o r s ' , o r their p r i n c i p a l s ' accounts in banks in c o u n t r i e s other than the c o u n t r i e s in w h i c h their b u s i n e s s i s located. On o c c a s i o n s , c o m m i s s i o n s have^been paid to d i s t r i - ' b u t o r s who bought p r o d u c t s f o r their own a c c o u n t . No other p a y m e n t s of a s i m i l a r n a t u r e h a v e b e e n m a d e . T h e s e p r a c t i c e s have been d i s c o n t i n u e d . A l l such p a y m e n t s a r e n o w p a i d b y c h e c k d r a w n to the o r d e r of the b u s i n e s s entity i n v o l v e d and m a i l e d to their p l a c e of b u s i n e s s in the country in which.they are located. S e e m e m o of January 1 8 , 1 9 7 8 , f r o m R . P. B e e c k m a n to .R. A . V a n B r o c k l y n on this s u b j e c t f o r d e t a i l s . Date (Employee'signature) L £ ftFFet-oeti . Cevrpace^ ( E m p l o y e e n a m e and t i t l e p l e a s e print) F,f-rN ( D i v i s i o n , s u b s i d i a r y or unit of T e x t r o n ) 25-067 O - 78 - 30 462 T E X YRON Statement as to Illegal, Improper or Questionable Payments This statement is furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. for 1977. F o r the Textron f i s c a l year ended D e c e m b e r 31, 1977,(or November 30, 1977, in the case of certain consolidated international operations) and for the period f r o m the end of the f i s c a l year to the current date, I am not aware in m y Division or unit of, or elsewhere in, Textron of (i) any illegal bribes, kickbacks or other improper or questionable payments having been made to or for the benefit of any person, corporation or government for the purpose of obtaining special c o n c e s s i o n s or f o r obtaining other favorable treatment in s e curing business f o r the company; (ii) any company funds or property having been m a d e available, directly or indirectly, as political contributions in the United States o r e l s e w h e r e , or that o f f i c e r s or employees were paid or r e i m bursed, directly or indirectly, for performing s e r v i c e s or incurring expenses in political activities in the United States or elsewhere; and (iii) any company, funds, property, o r transactions which were not reflected or accounted for on the books, r e c o r d s or financial statements of the company. it-mf Date All Kwl-I (Employee sigrta'ture) J Gl Rr> .jliT-.H-Ov.^'U Sr t j.lilK . (Employee name and title please print) 1 w v fv i (Division, subsidiary or unit of Textron) 463 TEX YRON S t a t e m e n t a s to I l l e g a l , Improper or Questionable Payments Addendum In the p a s t , s o m e c o m m i s s i o n p a y m e n t s h a v e b e e n d e p o s i t e d to a g e n t s 1 , d i s t r i b u t o r s ' , o r t h e i r p r i n c i p a l s ' a c c o u n t s in banks in c o u n t r i e s o t h e r than the c o u n t r i e s in w h i c h their b u s i n e s s i s located. On o c c a s i o n s , c o m m i s s i o n s . h a v e b e e n p a i d to d i s t r i b u t o r s w h o bought p r o d u c t s f o r t h e i r own a c c o u n t . N o o t h e r p a y m e n t s of a s i m i l a r n a t u r e h a v e b e e n m a d e . T h e s e p r a c t i c e s h a v e b e e n d i s c o n t i n u e d . ' A l l such p a y m e n t s a r e n o w p a i d b y c h e c k d r a w n to the o r d e r of the b u s i n e s s entity i n v o l v e d and m a i l e d to their p l a c e of b u s i n e s s in the c o u n t r y in w h i c h they a r e l o c a t e d . See m e m o of January 16, 1978 f r o m G . D r o o f f to H . W . Deutsch for details. j Date ( E m p l o y e e signature) PHf.trr . iWfrR vnr.'e .uru ^nirv ( E m p l o y e e n a m e and t i t l e - ' p l e a s e print) r n r f i ' i K (Division, ' 5 i R R t V - \ s u b s i d i a r y or unit of T e x t r o n ) 464 TEXTRON Statement as to I l l e g a l , Improper or Questionable Payments Addendum In the past, some commission payments have been deposited to agents' d i s t r i b u t o r s ' , o r t h e i r p r i n c i p a l s ' accounts in banks in countries other than the countries in which t h e i r business i s l o c a t e d . On o c c a s i o n s , commissions have been paid to d i s t r i b u t o r s who bought products f o r t h e i r own account. No other payments of a similar nature have been made. These practices have been discontinued. All such payments are now paid by check drawn to the order of the business e n t i t y involved and mailed to t h e i r place o f business in the country in which they are l o c a t e d . See l e t t e r from L. de Jong to H.W. Dei 16 December 1977. 5 January 1978. Date (Employee Signature) L. de Jong. Managing Director (Employee name and t i t l e please print) Fafnir Bearing Di vis ion of Textron Limi ted. ( D i v i s i o n , subsidiary or unit of Textron) 465 TEXTRON Statement as to I l l e g a l , Improper or Questionable Payments This statement i s furnished in connection with the preparation of the audit o f the consolidated accounts of Textron Inc. f o r 1977. For the Textron f i s c a l year ended December 31, 1977 ( o r November 30, 1977, in the case of certain consolidated international operations) and f o r the period from the end of t h e ' f i s c a l year to the current date, I am not aware in my Division or unit o f , or elsewhere i n , Textron o f ( i ) any i l l e g a l b r i b e s , kickbacks or other improper or questionable payments having been made to or f o r the b e n e f i t o f any person, corporation or government f o r the purpose o f obtaining special concessions or f o r obtaining other favorable treatment in securing business f o r the company; ( i i ) any company funds or property having been made a v a i l a b l e , d i r e c t l y or i n d i r e c t l y , as p o l i t i c a l contributions in the United States or elsewhere, or that o f f i c e r s or employees were paid or reimbursed, d i r e c t l y or i n d i r e c t l y , f o r performing services or incurring expenses in p o l i t i c a l a c t i v i t i e s in the United States or elsewhere; and ( i i i ) any company funds, property, or transactions which were not r e f l e c t e d or accounted f o r on the books, records or financial statements o f the company. 5 January 1978. Date (Employee signature) L.P. Robertson. Financial Director. (Employee name and t i t l e please print) Fafnir Bearing Division of Textron Limited. (Division, subsidiary or unit of Textron) 466 TEX YRON Statement as to I l l e g a l , Improper o r Questionable Payments Addendum In the p a s t , some commission payments have been deposited to agents' d i s t r i b u t o r s ' , o r t h e i r p r i n c i p a l s ' accounts in banks in c o u n t r i e s o t h e r than the c o u n t r i e s in which t h e i r business i s l o c a t e d . On o c c a s i o n s , commissions have been paid to d i s t r i b u t o r s who bought products f o r t h e i r own account. No o t h e r payments o f a s i m i l a r nature have been made. These p r a c t i c e s have been d i s c o n t i n u e d . All such payments are now paid by check drawn to the o r d e r o f the b u s i n e s s e n t i t y involved and mailed to t h e i r p l a c e o f business in the country in which they are l o c a t e d . See l e t t e r from L. de Jong to H.W. Deutsch on t h i s s u b j e c t dated 16 December 1977. 5 January 1978. Date (Employee signature) L . P . Robertson Financial D i r e c t o r Fafnir Bearing D i v i s i o n o f Textron Limited. (Division, subsidiary or unit o f Textron) 467 TEX YRON Statement as to I l l e g a l , Improper or Questionable Payments This statement i s furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. f o r 1977. For the Textron f i s c a l year ended December 31, 1977 ( o r November 30, 1977, in the case of certain consolidated international operations) and f o r the period from the end of the "fiscal year to the current date, I am not aware in my Division or unit o f , or elsewhere i n , Textron of ( i ) any i l l e g a l b r i b e s , kickbacks or other improper or questionable payments having been made to or f o r the b e n e f i t of any person, corporation or government f o r the purpose o f obtaining special concessions or f o r obtaining other favorable treatment in securing business f o r the company; ( i i ) any company funds or property having been made a v a i l a b l e , d i r e c t l y or i n d i r e c t l y , as p o l i t i c a l contributions in the United States o r elsewhere, or that o f f i c e r s or employees were paid or reimbursed, d i r e c t l y or i n d i r e c t l y , f o r performing services or incurring expenses in p o l i t i c a l - a c t i v i t i e s in the United States or elsewhere; and ( i i i ) any company funds, property, or transactions which were not r e f l e c t e d or accounted f o r on the books, records or financial statements o f the company. 5 January 1978. Date (Employee signature) F.B. Oddie. Marketing Director. (Employee name and titleplease print) Fafnir Bearing Division of Textron Limited. (Division, subsidiary or unit of Textron) 468 TEX YRON Statement as t o I l l e g a l , Improper o r Q u e s t i o n a b l e Payments Addendum In the p a s t , some commission payments have been d e p o s i t e d t o agents d i s t r i b u t o r s ' , o r t h e i r p r i n c i p a l s ' a c c o u n t s in banks in c o u n t r i e s o t h e r than t h e c o u n t r i e s i n which t h e i r b u s i n e s s i s l o c a t e d . On o c c a s i o n s , commissions have been p a i d t o d i s t r i b u t o r s who bought p r o d u c t s f o r t h e i r own a c c o u n t . No o t h e r payments o f a s i m i l a r nature have been made. These p r a c t i c e s have been d i s c o n t i n u e d . A l l such payments a r e now p a i d by check drawn t o t h e o r d e r o f the b u s i n e s s e n t i t y i n v o l v e d and m a i l e d t o t h e i r p l a c e o f b u s i n e s s in the c o u n t r y i n which they are l o c a t e d . See l e t t e r f r o m L. de Jong t o H.W. Deutsch on t h i s s u b j e c t 16 December 1977. dated 5 January 1978 Date (Employee signature) F . B . Oddie Marketing D i r e c t o r F a f n i r Bearing D i v i s i o n o f Textron (Division, subsidiary unit o f Textron) Limited. or 469 T E X YRON Statement as to Illegal, I m p r o p e r o r Questionable P a y m e n t s This statement is furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. for 1977. F o r the Textron fiscal year ended D e c e m b e r 31, 1977,(or N o v e m b e r 30, 1977, in the case of certain consolidated international operations) and for the period f r o m the end of the fiscal year to the current date, I a m not a w a r e in m y Division or unit ox, or elsewhere in, Textron of (i) a n y illegal bribes, kickbacks or other i m p r o p e r or questionable p a y m e n t s having been m a d e to or for the benefit of any person., corporation or g o v e r n m e n t for the purpose of obtaining special concessions or for obtaining other favorable treatment in securing business for the c o m p a n y ; (ii) any c o m p a n y funds or property having b e e n m a d e available, directly or indirectly, as political contributions in the United States o r elsewhere, or that officers or e m p l o y e e s w e r e paid or reimb u r s e d , directly or indirectly, for performing services or incurring expenses in political activities in the United StateB or elsewhere; and (iii) any c o m p a n y funds, property, or transactions w h i c h w e r e not reflected or accounted for on the b o o k s , records or financial statements of the c o m p a n y . December 2 3 , 1977 Date ' ( E m p l o y e e signature) Joaquin R . Bonilla.- General M a n a g e r . ( E m p l o y e e n a m e and title please print) FAFNIR-MEXICO Division (Division, subsidiary or unit of Textron) 470 TEX YRON S t a t e m e n t a s to I l l e g a l , or Questionable Improper Payments Addendum In the p a s t , s o m e c o m m i s s i o n p a y m e n t s h a v e been deposited to a g e n t s ' , d i s t r i b u t o r s ' , o r their p r i n c i p a l s ' accounts in banks in c o u n t r i e s other than the c o u n t r i e s in which their b u s i n e s s i s located. On o c c a s i o n s , c o m m i s s i o n s h a v e b e e n paid to d i s t r i b u t o r s who bought p r o d u c t s f o r their own a c c o u n t . N o other p a y m e n t s of a s i m i l a r n a t u r e h a v e been m a d e . T h e s e p r a c t i c e s have been discontinued. A l l such p a y m e n t s a r e now paid b y c h e c k d r a w n to the o r d e r of the b u s i n e s s entity i n v o l v e d and m a i l e d to their p l a c e of b u s i n e s s in the country in w h i c h they a r e l o c a t e d . " NO SUCH COMMISSION PAYMENTS HAVE BEEN MADE BY December FAFNIR-MEXICO. 23,1977 Date Joaquin R. Bonilla.- General ( E m p l o y e e n a m e and t i t l e p l e a s e print) FAFNIR-MEXICO (Division, Division. s u b s i d i a r y or unit of T e x t r o n ) Manager. 471 «1 O^ JJ /<??# Jl - - | I C & J i - p / ^ j sfrt^t / - ' ' sr^rf • ' / _ / A ft •'•' - A. /* T - 1 A • ^ * S c L - ' y i . a s r. . . / , / / ' \ — 472 Q ^ t z ^ J ^ 7 f c . j f J /ZLA//V "f" ' > c ----- K % K; / '7t> J/ 473 ARTHUR M PANY L'die: To: IIARTFOR James L cc: S. A . Botte, New York R. A . Martin, Providence Subjocf: December 19, 1977 From: NEW YORK OFFICE William F . Slattery FAFNIR - QUESTIONABLE PAYMENTS Dear Jim: As we discussed this morning, I am enclosing copies of correspondence forwarded to me from Textron relating to payments which the Fafnir division believes are questionable. Ron Van Brooklyn, Textron's Controller, has asked us to become knowledgeable about the circumstances and details of these payments. I will attempt to get him to define the scope of what he wishes us to do in more detail and will talk with you when that is done. Best regards Enclosures 474 m s M n m Mew 3 i M m , CT. Fafnir Bearing Division ol Textroin Inc. Attention: R. A. Van Brocklyn - Providence Subject. Questionable Payments - Fafnir Europe v r Jherer, H. W. Deutsch, T. E. Sherer, L. C. ^ffeUjfer, J. S. Canzio Date: yr December 5, 1977 a P ' / L O C. T. Roelke - Providence Following up on my letter of December 2, 1977, we have now received information relative to questionable payments made during Fiscal Year 1977 by our European operations. This data by country is as follows: Name Amount Explanation A . f Fafnir UK :athallang Kaspar f 3,25.5. (1) 1,894 (1) 27, 822 . (2) Rima Italy 775 (2) D. A. & W . S . Loy 322 (1) K. Vasiliadis . Greece 6,599 (1) BRM Brazil 1,000 (1) Babayan Iran 6,291 (2) Syria Salfavel Chile Nahdir Mustafa Iraq British Guyana RECEIVED DEC 0 " 1977 475 R. A. Van Brooklyn - P i-^ence Name Amount 1977 Explanation 299 (1) Sherrate Iran Lucid Iran 600 (1) f 48, 857 -- £ Fafnir France Nahdir Mustafa Iraq C. December 5, Agriquip Kenya TOTAL B. 2. f f 9 2 0 , 259 & - (2) Z / S-g, 6 r 3 2. 0 Fafnir G e r m a n y 6 / NONE Explanation (1) Payments to distributors who bought products on their own account. (2) C o m m i s s i o n payments deposited to agents', distributors', or their owners' accounts in banks in countries other than the countries in which their business is located. NOTE: A l l such payments have c e a s e d . A 3 d i s c u s s e d earliei; we will be amplifying the above l i s t for s i m i l a r details for F i s c a l Y e a r s 1975 and 1976. This l i s t will be sent to m e by D e c e m b e r 23, 1977 and I will forward it to you i m m e d i a t e l y . P l e a s e call m c if you have any questions. R. P . RPD:ak Beeckman 476 iFAFmyg E S 3 S 3 M Fafnir Bearing Division of Texiron Inc. Attention: Subject: R. A . Van Brooklyn - Provide Questionable Payments cc 4- att. : T. H* L. J. E. W. C. S. Sherer Deutsch Affelder Canzio U ' ^ Per yesterday's phone conversation, A. B. A copy of each internal mem* since May 12, 1977: 1. November 29, 1977 2. November 18, 1977 List of questionable paynv*^* years: Name Jamal Babayan Teheran, Iran Y T D $ Bureau Technique " B I A " S p r l . Republic of Zaire C. A . B r g s . De Venezuela Caracas, Venezuela Fag Peruana Lima, Peru I. Mustafa Baghdad, Iraq U 4.3V 1 - 477 Name Quintcros Ltdn. Bogota, Colombia Sal fa vel S. A. Santiago, Chile Totals Calendar Year 1976 $ 4 8 , 4 7 8 . 17 Y T D 1977 $ 20, 762. 71 2 , 6 3 8 . 61 $ $ 3,554.78 57,418.94 $ 142, 5 8 2 . 7 2 1975 2 5 , 5 0 6 . 09 748. 24 $ 71,681.22 The above represent commission payments deposited to agents', distributors', or their owners' accounts in banks in countries oilier than the countries in which their business is located, or to distributors who bought products on their own account. A l l such payments have ceased. Fafnir Europe was contacted by telex yesterday for a s i m i l a r listing of payments A s of today an answer has not arrived, so we are Rending what we do have available now. A s soon as we have the data f r o m Europe.we will immediately pass it along. P l e a s e contact m e if you have any questions. R. P. RPB:ak Attachments 25-067 O - 78 - 31 Deeckman 478 •'lease let me frpm you. have a s i m i l a p -slf^fe-icnt Attention:I: Len die Jong Subject: Wolverhampton QUESTIONABLE PAYMENTS M e w c ' ^ i t a c n , 0"«' Date: cc: November 18, 1977 Gerd Drooff Dear Len: You have a copy of the "Statement as to Illegal, Improper or Questionable Payments" which we all had to sign early this year for the audit procedure for 1976. We anticipate that similar signed statements will be required for 1977. You also have a copy of Bill Miller's letter of May 12, 1977 under the subject of "Standards of Conduct". This further defines what type of payments are and are not permissible. If the auditing statement is similar to last y e a r ' s , we will have to amend it to cover some of the practices discontinued in response to Bill Miller's May 12th letter. Therefore, we will probably have the following statement included: In the past, some commission payments have been deposited to agents', distributors', or their principals' accounts in banks in countries other than the countries in which their business is located. On occasions, commissions have been paid to distributors who bought products for ilicir own account. No other payments of a similar nature have been made. TTiese practices have been discontinued. • All such payments are now paid by check drawn to the order of the business entity involved and mailed to their place of business in "the country in which they are located. Please review last year's statement and the above amendment with all people involved with such things at Fafnir U. K . , France, and Germany. . Then write to me that you have discussed this with these people and that we will be able to sign these statements, assuming that this is the case. Please have this response mailed to me by the end of 1977. HWD:jmr 479 November 2 9 , H. W . TO: F R O M : '—• R . P SUBJECT: Illegal, 1977 Deutoch Beeckman I m p r o p e r o r Questionable P a y m e n t s "We a r e in r e c e i p t of a m e m o dated N o v e m b e r 1, 1977 f r o m G. W . M i l l e r r e q u e s t i n g execution of a statement (see A t t a c h m e n t A ) f o r F i s c a l Y e a r 1 9 7 7 . C o n v e r s a t i o n with R . A . Van Brooklyn has a l s o c o n f i r m e d that the M a y 12, 1 9 7 7 l e t t e r f r o m G . W . M i l l e r on Standards of Conduct is i n c o r porated within the m e a n i n g of this y e a r ' s s t a t e m e n t . A t t a c h m e n t B is the a g r e e d upon addendum which should a l s o be executed by all a p p r o p r i a t e p e r s o n n e l and stapled to the b a s i c statement. P l e a s e have all e m p l o y e e s , p e r a l i s t you should c l e a r with T . E . S h e r e r , execute the appropriate s t a t e m e n t and r e t u r n the o r i g i n a l to m e by D e c e m b e r 2 3 , 1977 (for F i s c a l Y e a r N o v e m b e r 3 0 s u b s i d i a r i e s ) and January 6 , 1978 f o r Canada. A l s , o , . p e r R . A . V a n B r o o k l y n ' s instructions, a tabulation m u s t b e p r e p a r e d f o r e a c h s u b s i d i a r y having questionable payments f o r s u b m i t t a l to m e by D e c e m b e r 23, 1977. This l i s t should show: the Dames of the agents i n v o l v e d , amounts paid (in l o c a l currency), nature of p a y m e n t s , and w h e r e paid, f o r the l a s t t h r e e (3) f i s c a l y e a r s ( 1 9 7 5 , 1976 and 1 9 7 7 ) . T h i s tabulation w i l l be sent to R . A . Van Brooklyn by m e f o r r e v i e w with A r t h u r Young and the T e x t r o n B o a r d of D i r e c t o r s ' Audit C o m m i t t e e . P l e a s e s e e m e if you h a v e any questions. RPB:ak Attachments oc: T. E. Sherer W . E. DeCaulp L. C. Affelder 480 ATlAciiMEt TEXIKON Statement as to llleg«il. I m p r o p e r o r Questionable P a y m e n t s This statement i s furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. f o r 1 9 7 7 . F o r the Textron f i s c a l y e a r ended D e c e m b e r 3 1 , 1977#(or N o v e m b e r 3 0 , 1 9 7 7 , in the c a s e of certain consolidated international operations) and f o r the p e r i o d f r o m the end of the f i s c a l y e a r to the cur rent date, I a m not a w a r e in m y D i v i s i o n o r unit o f ; o r e l s e w h e r e in, Textron, of (i) any illegal b r i b e s , kick" b a c k s o r other i m p r o p e r o r questionable payments having been m a d e to o r f o r the benefit of any p e r s o n , c o r p o r a t i o n or government f o r the purpose of o b taining special c o n c e s s i o n s o r f o r obtaining other f a v o r a b l e treatment in s e curing b u s i n e s s f o r the company; (ii) any company funds o r property h a v i n g b e e n m a d e a v a i l a b l e , d i r e c t l y o r indirectly, a s political contributions in the U n i t e d States o r e l s e w h e r e , o r that o f f i c e r s or e m p l o y e e s w e r e paid o r r e i m b u r s e d , d i r e c t l y o r i n d i r e c t l y , f o r p e r f o r m i n g s e r v i c e s or incurring e x p e n s e s in p o l i t i c a l a c t i v i t i e s in the United States or e l s e w h e r e ; and (iii) any c o m p a n y f u n d s , p r o p e r t y , o r t r a n s a c t i o n s which w e r e not reflected or accounted f o r on the b o o k s , r e c o r d s o r financial statements of the company. Date ( E m p l o y e e signature) ( E m p l o y e e name and title p l e a s e print) (Division, subsidiary or unit of Textron) 481 ATTACHMENT TEXTRON S t a t e m e n t a s to I l l e g a l , or Questionable Improper Payments Addendum In the p a s t , s o m e c o m m i s s i o n p a y m e n t s h a v e b e e n d e p o s i t e d to a g e n t s 1 , d i s t r i b u t o r s 1 , o r t h e i r p r i n c i p a l s 1 a c c o u n t s in banks in c o u n t r i e s o t h e r than the c o u n t r i e s in w h i c h t h e i r b u s i n e s s i s located. On o c c a s i o n s , c o m m i s s i o n s h a v e b e e n paid to d i s t r i b u t o r s who bought p r o d u c t s f o r their own a c c o u n t . N o o t h e r p a y m e n t s of a s i m i l a r n a t u r e h a v e been mswde. T h e s e p r a c t i c e s h a v e b e e n d i s c o n t i n u e d . " A l l such p a y m e n t s a r e n o w p a i d b y c h e c k d r a w n to the o r d e r of the b u s i n e s s entity i n v o l v e d and m a i l e d to t h e i r p l a c e of b u s i n e s s in the c o u n t r y in which they a r e l o c a t e d . Date (Employee signature) ( E m p l o y e e n a m e and t i t l e p l e a s e print) (Division, s u b s i d i a r y or unit of T e x t r o n ) D 482 Q A . p ^ y . < - / - / J CS^L&p/^J m^J / / / V J X ens jlS - / / ^r » 7- J ^ f A A J ) ^ T . xu Ay%A> 483 /2 - / ? / / ? - > C 'Z 5 - C ^ —7/ ^ ^ - ^ . / / 9 7 7 ..... rt^^y^t-rJ^*- Sir*— Sll^^f A* ' •; • • j I i JJKKv-I > V . 484 ARTHUR YOUNG & ^ M P A N Y M To: HARTFORD OFFICE^ U / ^ X James L. Rogers U cc: S. A . Botte, New York R. A . Martin, Providence Subjod: C/dte-. D e c e m b e r 1 9 , 1977 From: NEW YORK' OFFICE William F . Slattery FAFNIR - QUESTIONABLE PAYMENTS Dear Jim: As we discussed this morning, I am enclosing copies of correspondence forwarded to me from Textron relating to payments which the Fafnir division believes are questionable. Ron Van Brocklyn, Textron's Controller, has asked us to become knowledgeable about the circumstances and details of these payments. I will attempt to get him to define the scope of what he wishes us to do in more detail and will talk with you when that is done. Best regards Enclosures 485 ras^m! N e w B i . H i n , C T . Fafnir Bearing Division of Textron Inc. Attention: R. A . Van Brocklyn - Providence Subject: Questionable Payments - Fafnir Europe cc: T. E. Sherer, H. W . Deutsch, L. C. A f f e l d e r , J. S. Canzio Date: v P £VY/ December 5, 1977 A,^ C^ r/V\y \\ W v M C. T . Roelke - Providence ^ ^ Following up on my letter of December 2, 1977, we have now received information relative to questionable payments made during Fiscal Year 1977 by our European operations. This data by country is as follows: Amount A./ Explanation Fafnir UK TTathallang Kaspar Syria 3,255. (1) 1,894 (1) 27, 822 (2) Rima Italy 775 (2) D. A . & W . S . Loy British Guyana 322 (1) K . Vasiliadis . Greece 6, 599 (1) BRM Brazil 1,000 (1) Babayan Iran 6,291 (2) Salfavel Chile Nahdir Mustafa Iraq f RECEIVED DEC 0 '1977 486 Name 299 (1) Sherrate Iran Lucid Iran 600 (1) f 48, 857 > -- e f ^ t £ Fafnir France Nahdir Mustafa Iraq C. Explanation Agriquip Kenya TOTAL B. Amount Fafnir Germany ff 920, 259 & = (2) Pl£>±Ll. 0 6/ NONE Explanation (1) Payments to distributors who bought products on their own account. (2) Commission payments deposited to agents', distributors', or their owners' accounts in banks in countries other than the countries in which their business is located. NOTE: All such payments have ceased. As discussed earliei; we will be amplifying the above list for similar details for Fiscal Years 1975 and 1976. This list will be sent to me by December 23, 1977 and I will forward it to you immediately. Please call me if you have any questions. R. P. Beeckman RPB:.ik 487 S Mew B ( M n , Fafnir Searing Division of Textron Inc. Attention: R. A. Van Brooklyn - Providence Sub'ect: Questionable Payments cc+att.s ^ T. E. Sherer L Date: Decembe^2, 1977 ^ ^ Per yesterday's phone conversation, attached are: A. B. V ^ O ^ T ^ifr. / . CT. ' ( ^ J ^ ft/ / ^ ' lA^V (M ^ Xjf v A copy of each internal memo relative to the subject written \ since May 12, 1977: \f v , V / y ft y o\V 'w \ > ^ . 1. November 29, 1977 - RPB to HWD - Subject "Illegal, Improper, or Questionable Payments" 2. November 18, 1977 - HWD to Len de Jong ~ Subject "Questionable Payments" List of questionable payments made by FafniifU. S^during last three (3) years: Name Jamal Babayan Teheran, Iran YTD 1977 $ 4,333.77 Fag Peruana Lima, Peru I. Mustafa Baghdad, Iraq $ 1975 7,029.97 688.63 114.90 28, 145.28 35,535.36 24,886.09 1,484.51 4, 677. 25 2,305. 11 54. 06 34, 343.07 11,090.82 , Bureau Technique " B I A " Sprl. Republic of Zaire C. A. Brgs. De Venezuela Caracas, Venezuela Calendar Year . 1976 $ 15,305.46 RECEIVED • DEC 0 • 1977 "h 488 Name Quinteros Ltd a. Bogota, Colombia SalfavelS.A. Santiago, Chile Totals Calendar Year 1976 $ 48,478. 17 YTD 1977 $ 20,762.71 2,638. 61 $ $ 3,554.78 57,418.94 $ 142,582.72 1975 25,506.09 748.24 $ 71,681.22 The above represent commission payments deposited to agents', distributors', or their owners' accounts in banks in countries other than the countries in which their business is located, or to distributors who bought products on their own account. All such payments have ceased. Fafnir Europe was contacted by telex yesterday for a similar listing of payments. As of today an answer has not arrived, so we are se#nding what we do have available now. As soon as we have the data from Europe we will immediately pass it along. Please contact me if you have any questions. R. P. Beeckman RPB.-ak Attachments 489 > W c Icl'inu have a A ,r>you' Attention: Len de Jong Subject: - U ^ — " ju.bf Wolverhampton QUESTIONABLE P A Y M E N T S ^ f e i n , C T = Date: cc: . November 18, 1977 Gerd Drooff Dear Len: You have a copy of the "Statement as to Illegal, Improper or Questionable Payments" which we all had to sign early this year for the audit_procedur for 1976. We anticipate that similar signed statements will be required for 1977. You also have a copy of Bill Miller's letter of May 12, 1977 under the subject of "Standards of Conduct". This further defines what type of payments are and are not permissible. ]f the auditing statement is similar to last y e a r ' s , we will have to amend it to cover some of the practices discontinued in response to Bill M i l l e r ' s May 12th letter. Therefore, we will probably have the following statement included: In the past, some commission payments have been deposited to agents', distributors', or their principals' accounts in banks in countries other than the countries in which their business is located. On occasions, commissions have been paid to distributors who bought products for Iheir own account. No other payments of a similar nature have been made. These practices have been discontinued. • A l l such payments are now paid by check drawn to the order of the business entity involved and mailed to their place of business in the country in which they are located. Please review last y e a r ' s statement and the above amendment with all people involved with such things at Fafnir U. K. , France, and Germany. Then write to m e that you have discussed this with these people and that w e will be able to sign these statements, assuming that this is the c a s e . Please have this response mailed to me by the end of 1977. Be^Kregards, H. W . Deutsch HWD:jmr 490 iSovember 29, TO; H . 1977 3>jeaafcR<ch FROM: SUBJECT: Illegal I m p r o p e r or Questionable W e a r e in rcceipfi mraemo d a t e d N o v e m b e r r e q u e s t i n g execuHfesMU © f a 1977. 1, 1977 from G. W . Miller statement (see Attachment A ) for F i s c a l Conversafera with R. A . M a y 12, Payments Year V a n B r o c k l y n h a s a l s o c o n f i r m e d t h a t the 1 9 7 7 l e t t e r f r o m G . "W. M i l l e r on S t a n d a r d s of C o n d u c t i s p o r a t e d w i t h i n th® innneaning of this y e a r ' s s t a t e m e n t . incor- A t t a c h m e n t B i s the a g r e e d upon addeatarufojcraa w h i c h s h o u l d a l s o b e e x e c u t e d b y a l l a p p r o p r i a t e p e r s o n n e l and s t a p l e d to the b a s i c s t a t e m e n t . P l e a s e have all p e r a l i s t y o u shwald c l e a r w i t h T . e x e c u t e the a p p r o p r i a t e E. Sherer, s t a t e m e n t and refcnxia t h e o r i g i n a l to m e b y D e c e m b e r 2 3 , Y e a r N o v e m b e r 38) s u b s i d i a r i e s ) and J a n u a r y 6 , Also, per R. A . "Van B r o c k l y n ! s i n s t r u c t i o n s , employees, 1977 (for Fiscal 1978 for Canada. a tabulation m u s t be pre- p a r e d f o r e a c h s u b s i d i a r y h a v i n g q u e s t i o n a b l e p a y m e n t s f o r s u b m i t t a l to m e by D e c e m b e r Z3# involved, paid, 1977. T h i s l i s t should show: a m o u n t s p a i d (in l o c a l c u r r e n c y ) , the n a m e s of the a g e n t s n a t u r e of p a y m e n t s , f o r the l a s t t h r e e ( 3 ) f i s c a l y e a r s ( 1 9 7 5 , 1 9 7 6 and 1 9 7 7 ) . and w h e r e This tion w i l l b e s e n t Sfco H . A . . V a n B r o c k l y n by m e f o r r e v i e w -with A r t h u r and the T e x t r o n B o a r d of D i r e c t o r s ' Audit P l e a s e s e e m e if y o u h a v e a n y q u e s t i o n s . RPBrak Attachments c-c: T. E. "VV. E . L. C. Sheirear DeCoi&slp AliMailcar Committee. tabulaYoung 491 AIIACHMI:I TEX YRON Statement as to Illegal, Improper or Questionable Payments This statement ia furnished in connection with the preparation of the audit of the consolidated accounts of Textron Inc. for 1977. For the Textron fiscal year ended December 31, 1977,(or November 30, 1977, in the case of certain consolidated international operations) and f o r the period f r o m the end of the fiscal year to the current date, I am not aware in my Division or unit of; or elsewhere in, Textron of (i) any illegal bribes, kickbacks or other improper or questionable payments having been made to or for the benefit of any person, corporation or government for the purpose of obtaining special concessions or for obtaining other favorable treatment in s e curing business for the company; (ii) any company funds or property having been made available, directly or indirectly, as political contributions in the' United States or elsewhere, or that officers or employees were paid or r e i m bursed, directly or indirectly, for performing services or incurring expenses ia political activities in the United States or elsewhere; and (iii) any company funds, property, or transactions which were not reflectetl or accountcd f o r on the books, records or financial statements of the company. (Employee signature) (Employee name and title • please print) (Divioion, subsidiary o r unit of T e x t r o n ) 492 ATTACHMENT TEXTRON S t a t e m e n t a s to I l l e g a l , Improper or Questionable Payments Addendum In the p a s t , s o m e c o m m i s s i o n p a y m e n t s h a v e b e e n d e p o s i t e d to a g e n t s 1 , d i s t r i b u t o r s ' , o r t h e i r p r i n c i p a l s ' a c c o u n t s in banks in c o u n t r i e s o t h e r than the c o u n t r i e s in w h i c h t h e i r b u s i n e s s i s located. On o c c a s i o n s , c o m m i s s i o n s h a v e b e e n paid to d i s t r i b u t o r s who bought p r o d u c t s f o r their own a c c o u n t . N o o t h e r p a y m e n t s of a s i m i l a r n a t u r e h a v e been m a d ^ . T h e s e p r a c t i c e s have been discontinued. ' A l l sucn payments a r e n o w p a i d b y c h e c k d r a w n to the. o r d e r of the b u s i n e s s entity i n v o l v e d and m a i l e d to t h e i r p l a c e of b u n i n e s s in the c o u n t r y in w h i c h they* a r e l o c a t e d . Date (Employee signature) ( E m p l o y e e n a m e and t i t l e p l e a s e print) (Division, s u b s i d i a r y or unit of T e x t r o n ) D 493 IK A IF l?,i y K L n M M i j F n f n i r B e a r i n g D i v i s i o n of T e x t r o n I n c . 3 7 B o o t h Street Mow Hritc'iin. C I 0 6 0 5 0 203/225-5151 January 23, 1978 Arthur Young & Company 60 Washington Street Hartford, C T 06106 Gentlemen: I have r e a d the l e t t e r of representation dated January 23, 197S a d d r e s s e d to you f r o m M r . Robert P . B e e c k m a n and M r . Lewis C. A f f e l d e r in c o n nection with your examination of the financial statements of F a f n i r B e a r i n g D i v i s i o n of T e x t r o n Inc. at D e c e m b e r 31, 1977 and for the y e a r then ended. I r e c o g n i z e that m a n a g e m e n t has the p r i m a r y responsibility for the financia statements and that obtaining management representations concerning the i n f o r m a t i o n contained in that l e t t e r is a significant p r o c e d u r e in enabling you to f o r m an opinion on the financial statements of Falnir Bearing D i v i s i o of T e x t r o n Inc. In connection therewith, I make the following representation which a r e true to the b e s t of m y knowledge and belief. I have no r e a s o n to b e l i e v e that the information contained in the l e t t e r r e f e r to above is not c o r r e c t . No events o r transactions have o c c u r r e d since D e c e m b e r 31, 1977 o r a r e pending or in p r o s p e c t , which would have a m a t e r i a l effect upon the financie statements at that date or which a r e of such significance in relation to the C o m p a n y ' s a f f a i r s as to require mention in the notes to the financial s t a t e m e n t s in o r d e r to m a k e them not misleading as to the financial position, r e s u l t s of operations or changes in financial position of the Company. In addition, I know of no event since D e c e m b e r 31, 1977 which, although not affecting such financial statements, has caused any m a t e r i a l change, a d v e r or o t h e r w i s e , in the financial position or r e s u l t s of operzitions of the Comp? B a s e d on r e s p o n s e s r e c e i v e d f r o m o f f i c e r s and f r o m other p e r s o n s who hav an understanding and knowledge of b u s i n e s s activities within our operation and b a s e d on m y p e r s o n a l knowledge, for the f i s c a l y e a r ended D e c e m b e r 3 1977 and for the p e r i o d f r o m D e c e m b e r 31, 1977 to date, w e a r e not a w a r e 2 5 - 0 6 7 O - 78 - 32 494 of fit i-.i:V illegal b r i b e s , kickbacks or oilier improper or questionable . nts having been m a d e to or for the benefit of any person, c o r p o ration or government f o r the purpose of obtaining special c o n c e s s i o n s or for obtaining other f a v o r a b l e treatment in securing b u s i n e s s f o r the Company; (ii) any Company funds or property having been m a d e a v a i l able, directly or indirectly, as political contributions in the United States or e l s e w h e r e , o r that o f f i c e r s or employees w e r e paid o r r e i m b u r s e d , directly or indirectly, f o r p e r f o r m i n g s e r v i c e s or incurring expenses in political activities in the United States or elsewhere; and (iii) any C o m p a n y funds, p r o p e r t y , o r transactions which w e r e not r e f l e c t e d or accounted f o r on the b o o k s , r e c o r d s o r financial statements of the Company except the following: See R. P . B e e c k m a n m e m o of January 18, 1978 to M r . concerning questionable p a y m e n t s . R. A . Van Brooklyn Y o u r s v e r y truly, f/Wki^S T . E. S h e r e r , Division P r e s i d e n t 495 Fafnir B e a r i n g D i v i s i o n of T e x t r o n Inc. 3 7 B o o t h Street " Now Britain. CT 0 6 0 5 0 203/225-5151 January 2 3 , 1978 Arthur Young & Company 60 Washington Street Hartford, C T 06106 Gentlemen: In connection with your examination of the financial statements of the F a f n i r Bearing Division of T e x t r o n Inc. at D e c e m b e r 31, 1977 and f o r the y e a r then ended, we r e c o g n i z e that obtaining representations f r o m us concerning the information contained in this letter is a s i g n i ficant p r o c e d u r e in enabling you to f o r m an opinion on the financial s t a t e m e n t s , and accordingly, w e make the following representations which a r e true to the b e s t of our knowledge and b e l i e f . GENERAL: W e r e c o g n i z e that, as m e m b e r s of management of the Company, we a r e r e s p o n s i b l e f o r the f a i r presentation of the Fafnir Bearing f i n i n cial statements of financial position, r e s u l t s of operations and changes in financial position in c o n f o r m i t y with generally accepted accounting p r i n c i p l e s applied on a b a s i s consistent with that of the preceding y e a r . W e have m a d e available to your representatives all financial r e c o r d s and related data. T h e r e a r e no m a t e r i a l transactions that have not been p r o p e r l y recorded in the accounting r e c o r d s underlying* the financial statements. Attached hereto is a and a s u m m a r y of m a j o r transactions or s e r v i c e s with such p a r t r t e ^ f o ^ h e year ended D e c e m b e r 31, 1977. The only related party tran 496 T h e r e have b e e n no v i o l a t i o n s or p o s s i b l e violations of laws or r e g u l a t i o n s in any j u r i s d i c t i o n w h o s e e f f e c t s should be c o n s i d e r e d f o r d i s c l o s u r e in the f i n a n c i a l s t a t e m e n t s or as a b a s i s f o r r e c o r d ing a l o s s c o n t i n g e n c y . T h e r e h a v e b e e n no c o m m u n i c a t i o n s f r o m r e g u l a t o r y a g e n c i c s o r g o v e r n m e n t r e p r e s e n t a t i v e s c o n c e r n i n g i n v e s t i g a t i o n s or a l l e g a t i o n s of n o n - c o m p l i a n c e with l a w s o r r e g u l a t i o n s in any j u r i s d i c t i o n , o r d e f i c i e n c i e s in f i n a n c i a l r e p o r t i n g p r a c t i c e s . T h e r e a r e n o o t