Directors of United States Steel Corp. during 20 years next preceding above data-Continued [NOTES.-With respect to present directors, the number of shares are those beneficially owned based upon information furnished the secretary by such directors during 1950. With respect to former directors, the number of shares are the largest number held of record by them during the periods in which they were directors. These record holdings of common stock have been adjusted to the 3-for-1 split (that is, multiplied by 3).] Morgan, J. P., Jr........ May 25, 1909 Mar. 13, 1943 Formerly chairman, J. P. Morgan & Co., Inc. New Dec. 9, 1941 Vice president, J. P. Morgan Jan. 31, 1911 June 4, 1940 Jr. June 3, 1902 Formerly with the Carnegie Co. Pittsburgh, Pa. Formerly chairman board of 5,403 1 Enders M. Voorhees also has contingent interests in 3,200 shares of common stock held in an estate or trust POSTSCRIPT.-With respect to certain of the former directors, the beneficial ownership of stock reported by them to the secretary for inclusion in proxy statements for stockholders' annual meetings exceeded their holdings of record as set out in the preceding pages. The largest number of shares so reported by such directors are as follows: 1 Also 900 as executor, in which he had beneficial interest. NOTE.-The common stock so reported is adjusted to the 3-for-1 split (that is, multiplied by 3). EXHIBIT S-206 Mr. EDWARD H. LEVI, THE CLEVELAND-CLIFFS IRON COMPANY, Counsel, United States House of Representatives, Committee on the Judiciary, Subcommittee on Study of Monopoly Power, DEAR MR. LEVI: This will acknowledge your letter of June 5, 1950, and enclosed chart designated 96347 SS 101a, which I return herewith. You have asked me to return the chart and advise you of any errors that occur therein. The chart is the same chart that appears at page 917 of the official verbatim transcript of hearings before the Special Subcommittee of the Judiciary Committee of the House of Representatives in connection with its study of the antitrust laws, as published by the Bureau of National Affairs, Inc. The chart was introduced into the record by the chairman of the Special Subcommittee at the time of my testimony before that committee, was not presented to me for examination or testimony at that time and, therefore, has gone into the record wtihout explanation. The chart was introduced into the record by the chairman with the following statement at page 916 of such official verbatim transcript: "It clearly indicates a rather unhealthy relationship where these various steel companies which are in part owned by The Cleveland-Cliffs Iron Company also have their own directors as directors of The Cleveland-Cliffs Iron Company." Considered alone, the chart without explanation can be grossly misleading since it does not clearly explain the stock ownerships nor the director representation referred to. The implications of the Chairman's statement quoted above are that the various steel companies have placed directors on the Board of Cleveland-Cliffs. At page 913 of the above-mentioned transcript of hearings, the Chairman questioned whether various steel companies "use Cleveland-Cliffs as a means of skirting about and avoiding the implications of Section 8 of the Clayton Act." As you know, directors are elected by the stockholders of a company and it is obvious, therefore, that a company which owns no stock in another company can have no say as to having "their own directors as directors" on the Board of the latter company; further that a company owning stock in a company, but not proposing or being invited to have a director to serve on the Board of that company is not represented by an individual director on such Board and does not "have" anyone as a director of that company. Jones & Laughlin Steel Corporation, Wheeling Steel Corporation, and Youngstown Sheet & Tube Company own no stock in The Cleveland-Cliffs Iron Company and obviously cannot elect a director to the Board of The Cleveland-Cliffs Iron Company. No new director has been elected and the personnel of the Board of Directors of The Cleveland-Cliffs Iron Company has not changed since Republic Steel Corporation acquired shares of common stock of Cleveland-Cliffs, notwithstanding that a meeting of shareholders of Cleveland-Cliffs for the purpose of electing directors has been held since such stock acquisition by Republic. Therefore, any implication drawn from the chart that Jones & Laughlin Steel Corporation, Republic Steel Corporation, Wheeling Steel Corporation or Youngstown Sheet & Tube Company are represented by a director on the Board of The Cleveland-Cliffs Iron Company or "have their own directors as directors" of Cleveland-Cliffs is an incorrect and improper implication. Cleveland-Cliffs has an investment in the common stock of Jones & Laughlin Steel Corporation. Mr. E. B. Greene, former President and now Chairman of the Board and a director of The Cleveland-Cliffs Iron Company, is a director on the Board of Jones & Laughlin Steel Corporation. He is not on the Board of Cleveland-Cliffs as a Jones & Laughlin director. Mr. A. C. Brown, President and a director of The Cleveland-Cliffs Iron Company, is a director of Republic Steel Corporation in which Cleveland-Cliffs has an investment in Republic common stock. He is not on the Board of ClevelandCliffs as a Republic director. As explained later, Mr. William G. Mather is not a director of either Cleveland-Cliffs or Republic. Mr. W. R. Burwell, a director of The Cleveland-Cliffs Iron Company, is a director of Wheeling Steel Corporation in which Cleveland-Cliffs owns a common stock interest and formerly owned a preferred stock interest. He is not on the Board of Cleveland-Cliffs as a Wheeling Steel director. While Cleveland-Cliffs owns a stock interest in Youngstown Sheet & Tube Company, no director or officer of Cleveland-Cliffs or of any of its subsidiaries is presently a director on the Board of Youngstown Sheet & Tube Company and no officer or director of Youngstown Sheet & Tube is a director of Cleveland-Cliffs or any of its subsidiaries. Mr. S. L. Mather who was a director of Lake Superior & Ishpeming Railroad Company at the time the chart was introduced in evidence is no longer a director of that railroad. Cleveland-Cliffs owns no stock of National City Bank of Cleveland, Ohio, the name of which appears on such chart and has no director on its Board. The chart seems to imply a tie-in between the two which does not exist. As previously stated, it is submitted that the implications drawn from such chart without explanation are grossly misleading. I also wish to emphasize what I touched upon in my testimony, that when the Board of Directors of The Cleveland-Cliffs Iron Company meets, the directors consider an act upon the business affairs of The Cleveland-Cliffs Iron Company, not the business affairs of the steel companies. Further, as I pointed out in my testimony, The Cleveland-Cliffs Iron Company which sells iron ore, not iron and steel products, is not in competition with any of the steel companies mentioned, which are engaged in the sale of iron and steel products, not iron ore, and therefore, such directors are not considering the business matters of competing concerns and, further, as I stated in my testimony, this matter has been fully gone into with the Department of Justice. Many of the Cleveland-Cliffs directors are directors of numerous other companies, such as insurance companies, railroads, manufacturing concerns, etc., which are not in competition with Cleveland-Cliffs. Many of such directors individually are directors of several business concerns. It is submitted that this is a situation that exists in many corporations, large and small. It is further submittted that it should be the concern of the antitrust laws to prevent restraints upon competition, not to provide restraints upon the selection of directors who by reason of their business judgment and ability are selected as directors by numerous business concerns. It is respectfully submitted that an act of Congress designed to prevent two individuals who happen to be directors of competing concerns from sitting on the Board of a third company which is not in competition with either of the other two would not be an act to prevent restraints of competition, but an act to restrain an individual business in the selection of its directors. Such directors might also be members of the Boards of Trustees or Directors of charitable institutions, clubs, educational institutions, Chambers of Commerce, business association, etc. They might also be good friends and occasionally lunch together, meet at social functions or otherwise come in contact with each other. It is respectfully submitted that any effort to restrain directors of competing concerns from coming in contact with one another under conditions not directly involving consideration of competition between such concerns would not be effected by legislation directed at keeping them off the boards of companies not competing with such other companies on which they are then directors and that legislation going to the extent of preventing them from ever coming in contact with each other, however legitimate the purpose, would be an absurdity. I also wish to call your attention to the following inaccuracies in the chart: On the left side of the chart there is a statement "holds about 10% of stock" without any explanation. According to information furnished to us in connection with the Cleveland-Cliffs proxy statement by Mr. Cyrus Eaton, Chairman of the Board of Directors and President of Portsmouth Steel Corporation, Portsmouth Steel does own beneficially, but does not hold, about 10% of the common stock of The Cleveland-Cliffs Iron Company, but owns or holds none of the company's preferred stock. Jones, Day, Cockley & Reavis are shown on the chart as attorneys for Portsmouth Steel Corporation. I am advised by that firm that they ceased to be attorneys for Portsmouth Steel Corporation more than a year ago. The chart states that The Cleveland-Cliffs Iron Company owned 6,361 shares of preferred stock and 74,247 shares of common stock of Jones & Laughlin. As of the time the chart was introduced into the record, Cleveland-Cliffs owned 4,141 shares of preferred stock and 77,959 shares of common stock of Jones & Laughlin. Also the chart states that J. W. Reavis is a partner and director, but does not indicate of what firms or corporation. Mr. Reavis is a partner in the firm of Jones, Day, Cockley & Reavis and is a director of Jones & Laughlin. He is not a director of Cleveland-Cliffs. The chart indicates that Mr. William G. Mather is a director and Honorary Chairman, but does not indicate the company referred to. Mr. Mather is |