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	January 25, 1985

[Handwritten addition: I. Welcome]
[Handwritten addition: A. Pleasure to be here.]
[Handwritten addition: B. Pleased to see C of C review]
[Handwritten addition: C. M & A activity getting critical review for numerous reasons.]
[Handwritten addition: 1. Assume it’s bad]
[Handwritten addition: D. Will cover some of the major arguments]
[Handwritten addition: E. Will be glad to cover M & As & oil industry specifically in Q & A.]

[Handwritten addition: Packets]

[Handwritten addition: II. Several basic questions]
[Handwritten addition: A. One of the first is a basic assumption that because so much $ is involved, M & As must be bad.]
[Handwritten addition: 1. Show in comparison]
[Handwritten addition: B. Attached to that argument is credit mkt influence]
[Handwritten addition: 1. SEC Ad Comm.]
[Handwritten addition: 2. Comm. On Energy & Nat. Res.]
[Handwritten addition: 3. Oil & Gas Digest]
[Handwritten addition: 4. Jensen]
[Handwritten addition: C. [Text illegible: Intl] new investment]
[Handwritten addition: 1. Nat’l Assoc of Manuf.]
[Handwritten addition: 2. Jensen]
[Handwritten addition: 3. Sen. Comm.]
[Handwritten addition: D. Who does it benefit]
[Handwritten addition: 1. Only the raiders?]
[Handwritten addition: a. Leon Levy quote]
[Handwritten addition: b. Black book]
[Handwritten addition: c. Jensen—target, bidder]
[Handwritten addition: d. Jensen—WS people]

[Handwritten addition: III. Money goes back to economy.]
[Handwritten addition: A. Assets in stronger hands]
[Handwritten addition: B. Increased efficiency]
[Handwritten addition: C. No monopoly]

[Handwritten addition: IV. So why the fuss?]
[Handwritten addition: A. Scared executives]
[Handwritten addition: 1. Businessweek/Harris poll]
[Handwritten addition: 2. Boesky]
[Handwritten addition: 3. [Text illegible: Tx A & M]—see co. as owner]
[Handwritten addition: 4. [Text illegible: Tx A & M]—let SHs suffer to rid mgmt of perceived problem.]

[Handwritten addition: V. Shareholders are owners]
[Handwritten addition: A. Jensen—ultimate holders of control]
[Handwritten addition: B. Who is “protected” w/anti-M & A legis?]
[Handwritten addition: C. Musn’t tamper w/their right to sell]
[Handwritten addition: 1. Two-tier]
[Handwritten addition: 2. Extent off period]
[Handwritten addition: D. 42 mil]
[Handwritten addition: E. M & As basic to [Text illegible: FE]]
[Handwritten addition: F. w/o SH capital, [Text illegible: Am eat] wouldn’t exist; w/o their confidence, [Text illegible: FE] system crumble.]

[Handwritten addition: Major Criticisms]
[Handwritten addition: 1. Only the raider benefits]
[Handwritten addition: Leon Levy quote]
[Handwritten addition: TOs 30% targets, 4% bidders—black book]
[Handwritten addition: 2. Disrupts credit markets]
[Handwritten addition: SEC Advisory Comm. Wales]
[Handwritten addition: Comm. on Energy & Nat. Res. Black book]
[Handwritten addition: O & G digest]
[Handwritten addition: 3. Isn’t new investment]
[Handwritten addition: Nat’l Assoc. of Man. Businessweek]
[Handwritten addition: 4. Too much money involved, so must be bad. In 1960’s dollars]
[Handwritten addition: 5. Only lucrative for WS people]
[Handwritten addition: Jensen article .7% us. 4%-30% SH.]

[Handwritten addition: Basic to FE]

[Handwritten addition: Investment decisions]

[Handwritten addition: [Text illegible: Tx A & M] go after identifiable wrong-doings: GM & GP.]

[Handwritten addition: Gives them right to sell]

[Handwritten addition: Two-tier to extending min off period]

[Handwritten addition: Rees study]

[Handwritten addition: Long-term process, shifting economy.]

[Handwritten addition: who will be protected? SHs or mgmt.]

[Handwritten addition: 42 mil.]

[Handwritten addition: Cornerstone of FE]

[Handwritten addition: Jensen ultimate holders of control: w/o their capital, [Text illegible: Am] enterprise wouldn’t exist; w/o their conf., the FE system would crumble.]

[Handwritten addition: Biggest opposition from scared executives]

[Handwritten addition: Businessweek/Harris poll]

[Handwritten addition: Boesky. . .Ch. Sc. Monitor]

[Handwritten addition: [Text illegible: Tx A & M] see co. as own]

[Handwritten addition: [Text illegible: Tx A & M] let SHs suffer to rid mgmt of a perceived problem.]