EXHIBIT S-183 [Three memoranda, respectively dated November 18, 1927, November 18, 1927, and November 23, 1927, all signed by Jerome J. Hanauer, of Kuhn, Loeb & Co. From the files of Kuhn, Loeb & Co.] PLAINTIFF'S EXHIBIT NO. 143 FOR IDENTIFICATION-DEPOSITION OF J. M. SCHIFF NOVEMBER 9, 1948 [Rubber Stamp]: Kuhn, Loeb & Co.-Nov. 24, 1927-Filing Department. NOVEMBER 18, 1927. Confidential Re the Youngstown Sheet & Tube Co. Mr. Seward Prosser. late in the afternoon of November 17th, telephoned to me asking whether he could come around to see me and a few minutes afterwards he came in. Mr. Prosser stated that he understood we were negotiating for the Youngstown refunding, and that he. realizing our usual practices, and our friendship for his company, felt we were negotiating under a misapprehension of the Bankers Trust Company's position; that the Youngstown Company and Mr. Campbell, the President, were the closest friends of the Bankers Trust Company, that Mr. Samuel Mather was a director of the Trust Company and it would be a great blow for the Trust Company if they should lose this business. Mr. Prosser stated that some months ago Mr. Campbell had told him that he felt that he could get at least 99 for his new bonds and he then had told Mr. Campbell that if he could get such a price from bankers of high rank he, Mr. Prosser, would have to advise him to accept such an offer. Since then, however, conditions in the bond market had improved and even now the company was only getting 98; that he, Mr. Prosser, wished us to realize that the whole question between Mr. Campbell and himself had been one of price. Mr. Prosser seemed to know everything about the transaction including such facts as that the Advisory Committee had been to New York negotiating it and that it had been originally suggested to us by an intermediary who knew someone in our office. In reply I told Mr. Prosser that this matter had been suggested to us originally many months ago by an intermediary and we had at first ridiculed the suggestion, saying to the intermediary that the Bankers Trust Company was the banker of the Youngstown Company. The intermediary insisted that this was not so and that Mr. Campbell would like to do the business with us. We declined to discuss the matter any further with the intermediary and stated that we could only consider the matter if these things were stated to us direct by Mr. Campbell. Mr. Campbell did come in to see us about three weeks ago, together with Mr. Morris, the Vice President of the Company. The very first thing I said to Mr. Campbell was, "How about your relations with the Bankers Trust Company? Aren't they your bankers? They are very good friends of ours and it is our principle not to interfere with the established relations of our good friends. We would of course be pleased to make a connection with the Youngstown Company; that we had felt that way ever since we had had negotiations some years ago for a merger of the Independent Steel Company and that if he wanted us in the picture we would be glad to do the business with the Bankers Trust Company." Mr. Campbell replied that he had no commitment of any kind to the Bankers Trust Company and that he had told Mr. Prosser some time ago that he intended to make this transaction with others. I had not asked Mr. Campbell for his reasons for this but it developed in the ensuing course of the conversation that an element in it appeared to be Mr. Campbell's desire to make a transaction which would fit in with the possible later merger with the Inland Company. The question of price came up at this first conference and I replied that it was not possible to mention any price until we knew the character of the security the company was willing to make; that we could help them make a bond which would sell very high or we could sell a debenture or anything in between, and I particularly stressed the point that we would not enter into competition with others for the bonds. This first negotiation had been followed by several weeks of intense work (Mr. Prosser here said that they also had been working on it for some time) and that now we had made a transaction subject to the approval of the Board and that we were committed and could not withdraw even if we desired to. Mr. Prosser was entirely familiar with the fact that the Board meeting was to take place this Friday morning. I further stated to Mr. Prosser that what Mr. Campbell had said to us was confirmed by the fact that we had only recently heard that their group had been dissolved and that one |