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This file contains: Memo from Charles E. Stuart to Lucy Winchester RE: Wedding thank you notes for William H. Lewis, Jr. and Vern Barry. 1 pg. [Memo], 1/31/1969 Handwritten note by unknown author RE: arrangements for cars and buses. 2 pgs. [Other Document], N.D. Letter from William H. Lewis, Jr. of Hudson Transit Lines, Inc. to Charles Stuart RE: Photos of coaches for the Nixon wedding. 1 pg. [Letter], 12/5/1968 Copy of letter from John Ehrlichman to Frank Shakespeare RE: Request to locate a short film made by one of the television networks covering Julie Nixon's wedding. 1 pg. [Letter], 1/10/1969 Memo from RN to John Ehrlichman RE: Request for copy of film, possibly made by CBS, of Julie Nixon's wedding. 1 pg. [Memo], 1/7/1969 Handwritten notes from the desk of John Ehrlichman RE: Seating at unspecified event involving LBJ and the outgoing cabinet, Agnew, and RN. 3 pgs. [Other Document], N.D. Receipt for John Ehrlichman from the Royal Coach Inns, Ltd. 1 pg. [Other Document], 7/11/1968 Handwritten note from Lou Nichols to John Ehrlichman RE: John Reagan. 1 pg. [Other Document], 8/17/1968 Handwritten note from Lou Nichols to John Ehrlichman RE: The rate for the Machenhut people in L.A. 1 pg. [Other Document], 8/17/1968 Copy of memo from Bob Haldeman to Dwight Chapin, cc John Ehrlichman, RE: RN not attending any cocktail parties after the end of formal affairs. 1 pg. [Memo], 1/15/1969 Memo from Bob Haldeman to John Ehrlichman, cc Dwight Chapin, RE: Bill Rogers informing Haldeman that it is customary for the new President to hold a reception for the entire corps of ambassadors and their wives and suggested dates. 1 pg. [Memo], 1/15S Memo from Charles E. Stuart to John D. Ehrlichman RE: The Presidential Medal of Freedom. 2 pgs. [Memo], 1/16/1969 Handwritten notes by unknown author RE: Governmental departments in New York and Williamsburg. 1 pg. [Other Document], N.D. Phone message from Mildred Lane of Williamsburg. 1 pg. [Other Document], N.D. Copy of memo from Herb Klein to Bob Haldeman RE: Discussion of a television presentation of RN's Cabinet. 2 pgs. [Memo], 12/4/1968 Handwritten note by unknown author RE: the Cabinet. 1 pg. [Other Document], N.D. Handwritten notes by unknown author RE: Cabinet announcements, a conference, Miss Mildred Lane, television coverage. 3 pgs. [Other Document], N.D. Handwritten notes by unknown author RE: Don Gonzales, VP of the Colonial Willamsburg Corp, and a dinner for 50 to 60. 1 pg. [Other Document], N.D. Handwritten notes by unknown author RE: Seminars regarding RN, personnel, legislative, and conflict of interest. 1 pg. [Other Document], N.D. Copy of memo from bud Krogh to John Ehrlichman RE: RN Trust Arrangement. 2 pgs. [Memo], 11/30/1968 Memo from Bud Krogh to John Ehrlichman RE: RN termination compensation from Nixon, Mudge law firm. 2 pgs. [Memo], 12/3/1968 Copy of newspaper article from the New York Post titled "LBJ Expected to Urge A Pay Hike for Nixon" Not scanned. 2 pgs. [Newspaper], 12/3/1968 Handwritten notes by unknown author RE: RN compensation from law firm and RN Trust. 3 pgs. [Other Document], N.D. Handwritten memo from Bud Krogh to John Ehrlichman RE: RN termination compensation from Nixon, Mudge law firm. 4 pgs. [Memo], 12/3/1968 Letter from G. A. Horkan, Jr. to Dwight David Eisenhower, II RE: Enclosed W-4 form for payment for appearance on the Merv Griffin Show. 1 pg. [Letter], 3/9/1970 Copy of W-4 IRS form signed by Dwight David Eisenhower II. 2 pgs. [Financial Records], 3/11/1970 Memo from Harry Flemming to John Ehrlichman RE: White House Personnel Office functions. 3 pgs. [Memo], 12/14/1968 Copy of letter from Bryce N. Harlow to Peter N. Chumbris in the Office of Santor Everett Dirksen RE: Information provided by Chumbris. 1 pg. [Letter], 11/25/1968 Copy of memo from Peter N. Chumbris to Senators Dirksen, Hruska and Fong RE: Antitrust issues. Handwritten note at bottom of first page from Chumbris to Bryce. 10 pgs. [Memo], N.D.

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26126461
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WHSF: Returned, 19-8
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WHSF: Returned, 19-8
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This file contains: Memo from Charles E. Stuart to Lucy Winchester RE: Wedding thank you notes for William H. Lewis, Jr. and Vern Barry. 1 pg. [Memo], 1/31/1969 Handwritten note by unknown author RE: arrangements for cars and buses. 2 pgs. [Other Document], N.D. Letter from William H. Lewis, Jr. of Hudson Transit Lines, Inc. to Charles Stuart RE: Photos of coaches for the Nixon wedding. 1 pg. [Letter], 12/5/1968 Copy of letter from John Ehrlichman to Frank Shakespeare RE: Request to locate a short film made by one of the television networks covering Julie Nixon's wedding. 1 pg. [Letter], 1/10/1969 Memo from RN to John Ehrlichman RE: Request for copy of film, possibly made by CBS, of Julie Nixon's wedding. 1 pg. [Memo], 1/7/1969 Handwritten notes from the desk of John Ehrlichman RE: Seating at unspecified event involving LBJ and the outgoing cabinet, Agnew, and RN. 3 pgs. [Other Document], N.D. Receipt for John Ehrlichman from the Royal Coach Inns, Ltd. 1 pg. [Other Document], 7/11/1968 Handwritten note from Lou Nichols to John Ehrlichman RE: John Reagan. 1 pg. [Other Document], 8/17/1968 Handwritten note from Lou Nichols to John Ehrlichman RE: The rate for the Machenhut people in L.A. 1 pg. [Other Document], 8/17/1968 Copy of memo from Bob Haldeman to Dwight Chapin, cc John Ehrlichman, RE: RN not attending any cocktail parties after the end of formal affairs. 1 pg. [Memo], 1/15/1969 Memo from Bob Haldeman to John Ehrlichman, cc Dwight Chapin, RE: Bill Rogers informing Haldeman that it is customary for the new President to hold a reception for the entire corps of ambassadors and their wives and suggested dates. 1 pg. [Memo], 1/15S Memo from Charles E. Stuart to John D. Ehrlichman RE: The Presidential Medal of Freedom. 2 pgs. [Memo], 1/16/1969 Handwritten notes by unknown author RE: Governmental departments in New York and Williamsburg. 1 pg. [Other Document], N.D. Phone message from Mildred Lane of Williamsburg. 1 pg. [Other Document], N.D. Copy of memo from Herb Klein to Bob Haldeman RE: Discussion of a television presentation of RN's Cabinet. 2 pgs. [Memo], 12/4/1968 Handwritten note by unknown author RE: the Cabinet. 1 pg. [Other Document], N.D. Handwritten notes by unknown author RE: Cabinet announcements, a conference, Miss Mildred Lane, television coverage. 3 pgs. [Other Document], N.D. Handwritten notes by unknown author RE: Don Gonzales, VP of the Colonial Willamsburg Corp, and a dinner for 50 to 60. 1 pg. [Other Document], N.D. Handwritten notes by unknown author RE: Seminars regarding RN, personnel, legislative, and conflict of interest. 1 pg. [Other Document], N.D. Copy of memo from bud Krogh to John Ehrlichman RE: RN Trust Arrangement. 2 pgs. [Memo], 11/30/1968 Memo from Bud Krogh to John Ehrlichman RE: RN termination compensation from Nixon, Mudge law firm. 2 pgs. [Memo], 12/3/1968 Copy of newspaper article from the New York Post titled "LBJ Expected to Urge A Pay Hike for Nixon" Not scanned. 2 pgs. [Newspaper], 12/3/1968 Handwritten notes by unknown author RE: RN compensation from law firm and RN Trust. 3 pgs. [Other Document], N.D. Handwritten memo from Bud Krogh to John Ehrlichman RE: RN termination compensation from Nixon, Mudge law firm. 4 pgs. [Memo], 12/3/1968 Letter from G. A. Horkan, Jr. to Dwight David Eisenhower, II RE: Enclosed W-4 form for payment for appearance on the Merv Griffin Show. 1 pg. [Letter], 3/9/1970 Copy of W-4 IRS form signed by Dwight David Eisenhower II. 2 pgs. [Financial Records], 3/11/1970 Memo from Harry Flemming to John Ehrlichman RE: White House Personnel Office functions. 3 pgs. [Memo], 12/14/1968 Copy of letter from Bryce N. Harlow to Peter N. Chumbris in the Office of Santor Everett Dirksen RE: Information provided by Chumbris. 1 pg. [Letter], 11/25/1968 Copy of memo from Peter N. Chumbris to Senators Dirksen, Hruska and Fong RE: Antitrust issues. Handwritten note at bottom of first page from Chumbris to Bryce. 10 pgs. [Memo], N.D.
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Richard M. Nixon's Returned Materials Collection
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Richard Nixon Presidential Library White House Special Files Collection Folder List Box Number Folder Number Document Date Document Type Document Description 19 8 01/31/1969 Memo Memo from Charles E. Stuart to Lucy Winchester RE: Wedding thank you notes for William H. Lewis, Jr. and Vern Barry. 1 pg. 19 8 N.D. Other Document Handwritten note by unknown author RE: arrangements for cars and buses. 2 pgs. 19 8 12/05/1968 Letter Letter from William H. Lewis, Jr. of Hudson Transit Lines, Inc. to Charles Stuart RE: Photos of coaches for the Nixon wedding. 1 pg. 19 8 01/10/1969 Letter Copy of letter from John Ehrlichman to Frank Shakespeare RE: Request to locate a short film made by one of the television networks covering Julie Nixon's wedding. 1 pg. 19 8 01/07/1969 Memo Memo from RN to John Ehrlichman RE: Request for copy of film, possibly made by CBS, of Julie Nixon's wedding. 1 pg. 19 8 N.D. Other Document Handwritten notes from the desk of John Ehrlichman RE: Seating at unspecified event involving LBJ and the outgoing cabinet, Agnew, and RN. 3 pgs. Tuesday, September 15, 2009 Page 1 of 5 Box Number Folder Number Document Date Document Type Document Description 19 8 07/11/1968 Other Document Receipt for John Ehrlichman from the Royal Coach Inns, Ltd. 1 pg. 19 8 08/17/1968 Other Document Handwritten note from Lou Nichols to John Ehrlichman RE: John Reagan. 1 pg. 19 8 08/17/1968 Other Document Handwritten note from Lou Nichols to John Ehrlichman RE: The rate for the Machenhut people in L.A. 1 pg. 19 8 01/15/1969 Memo Copy of memo from Bob Haldeman to Dwight Chapin, cc John Ehrlichman, RE: RN not attending any cocktail parties after the end of formal affairs. 1 pg. 19 8 01/15/1969 Memo Memo from Bob Haldeman to John Ehrlichman, cc Dwight Chapin, RE: Bill Rogers informing Haldeman that it is customary for the new President to hold a reception for the entire corps of ambassadors and their wives and suggested dates. 1 pg. 19 8 01/16/1969 Memo Memo from Charles E. Stuart to John D. Ehrlichman RE: The Presidential Medal of Freedom. 2 pgs. 19 8 N.D. Other Document Handwritten notes by unknown author RE: Governmental departments in New York and Williamsburg. 1 pg. Tuesday, September 15, 2009 Page 2 of 5 Box Number Folder Number Document Date Document Type Document Description 19 8 N.D. Other Document Phone message from Mildred Lane of Williamsburg. 1 pg. 19 8 12/04/1968 Memo Copy of memo from Herb Klein to Bob Haldeman RE: Discussion of a television presentation of RN's Cabinet. 2 pgs. 19 8 N.D. Other Document Handwritten note by unknown author RE: the Cabinet. 1 pg. 19 8 N.D. Other Document Handwritten notes by unknown author RE: Cabinet announcements, a conference, Miss Mildred Lane, television coverage. 3 pgs. 19 8 N.D. Other Document Handwritten notes by unknown author RE: Don Gonzales, VP of the Colonial Willamsburg Corp, and a dinner for 50 to 60. 1 pg. 19 8 N.D. Other Document Handwritten notes by unknown author RE: Seminars regarding RN, personnel, legislative, and conflict of interest. 1 pg. 19 8 11/30/1968 Memo Copy of memo from bud Krogh to John Ehrlichman RE: RN Trust Arrangement. 2 pgs. Tuesday, September 15, 2009 Page 3 of 5 Box Number Folder Number Document Date Document Type Document Description 19 8 12/03/1968 Memo Memo from Bud Krogh to John Ehrlichman RE: RN termination compensation from Nixon, Mudge law firm. 2 pgs. 19 8 12/03/1968 Newspaper Copy of newspaper article from the New York Post titled "LBJ Expected to Urge A Pay Hike for Nixon" Not scanned. 2 pgs. 19 8 N.D. Other Document Handwritten notes by unknown author RE: RN compensation from law firm and RN Trust. 3 pgs. 19 8 12/03/1968 Memo Handwritten memo from Bud Krogh to John Ehrlichman RE: RN termination compensation from Nixon, Mudge law firm. 4 pgs. 19 8 03/09/1970 Letter Letter from G. A. Horkan, Jr. to Dwight David Eisenhower, II RE: Enclosed W-4 form for payment for appearance on the Merv Griffin Show. 1 pg. 19 8 03/11/1970 Financial Records Copy of W-4 IRS form signed by Dwight David Eisenhower II. 2 pgs. 19 8 12/14/1968 Memo Memo from Harry Flemming to John Ehrlichman RE: White House Personnel Office functions. 3 pgs. Tuesday, September 15, 2009 Page 4 of 5 Box Number Folder Number Document Date Document Type Document Description 19 8 11/25/1968 Letter Copy of letter from Bryce N. Harlow to Peter N. Chumbris in the Office of Santor Everett Dirksen RE: Information provided by Chumbris. 1 pg. 19 8 N.D. Memo Copy of memo from Peter N. Chumbris to Senators Dirksen, Hruska and Fong RE: Antitrust issues. Handwritten note at bottom of first page from Chumbris to Bryce. 10 pgs. Tuesday, September 15, 2009 Page 5 of 5 R.Ross 1/23/79 MUSEUM OBJECT WITHDRAWAL SHEET The original museum object was removed from this file in Nov. on Dec. 1978 by M.E.Ruwell and transferred to the Richard M. Nixon Museum Collection. File Group/Collection: WH Special Files - Staff Members and office Fiks- John lichmen Series Title: Folder Title: "Long Range Development Plan, 1969 University of California- - Irvine Box No.: formerly 15, now remumbered as new box 49 Description of Object: aerial photograph, approx 30"*30" Origin (if known): Engineers Architects Planners 2301 Campus Drive Irvine, California Approx. Date Given: 1969 julie Nivon wedding January 31, 1969 TO LUCY WINCHESTER FROM CHARLES E. STUART RE WEDDING THANK YOU NOTES It is embarassingly late, but it occurred to me that there are at least two people who require thank you notes for their work on the Nixon wedding. Mr. William H. Lewis, Jr., vice president of the ShortLine Bus Company, 17 Franklin Turnpike, Mahwah, New Jersey, 07450, (the company from which we rented the buses) kindly volunteered two free buses if we rented three. This saved us approximately $250. Mr. Vern Barry, President, Fugazy Continental, Inc., 660 Madison Avenue, New York City, provided all of the limousines used for the wedding party at no charge. Both of these gentlemen deserve some kind of a thank you note from Mrs. Nixon. :8W R SAT 5 CARS - Smoundry MARRICE Coc 3004 So 5-604 50 - @5:30-10: Agent - Agens Mel Sunday - 4 usuen -mmie 5 -CRI e 30 04 ST 3:00 Beet Pica UP 587 Cm 58 Pamen - 810 504 Avenue - 2:00 PM Report TO Ageno Roupen Besces Sen 3074 Decorated @ 3:Pm Venne BARRY PRS. FUGAZY Continentic Inc 660 MAdison Ave N.G (- SHORTLINE SHORTLINE 17 FRANKLIN TURNPIKE . MAHWAH, N.J. 07430 TELEPHONE 201-LA 9-3666 December 5, 1968 Mr. Charles Stuart Office of President-Elect 450 Park Ave. New York, New York 10022 Dear Mr. Stuart: Enclosed are photos of coaches we anticipate using for Nixon Wedding on December 22, 1968. If we can be of further assistance, please feel free to call upon us. Very truly yours, HUDSON TRANSIT LINES, INC. Itillim h. William H. Lewis, Jr. Vice President WHL: cl encl CHARTER SERVICE BUREAU January 10, 1969 Mr. Frank Shakespeare Vice President, CBS CBS Building 51 West 52nd Street New York, New York Dear Frank: The President-elect has requested that we locate a 15- or 20-minute film that was made by one of the television networks covering Julie's wedding. Would it be convenient for you to determine whether it was your network or some other and make a print of that film avail- able to the Presidential family for showing at the White House? Many thanks. Best personal regards. Yours sincerely, John D. Ehrlichman Counselt to the President-elect JDE :sw January 7, 1969 MEMORANDUM TO: John Ehrlichman FROM: RN I understand that CBS had a 15 or 20 minute film on the wedding, (I think it was CBS, it might have been NBC), which was carried broadly. I wonder if you could check and see whether it would be possible for us to get a tape of this film for our library. We would like to see it at the White House if possible. 122 John Ehrlichman Staff of Richard M. Nixon 450 Park Avenue New York, N.Y. 10022 Z (212) 661-6400 Tour Manager Seasing - HH no fam on plastorm mr/ms- Johnson girls - 4 LBJ, Mrs J. Ourgoing Cabiner. Rowk K 6 members - Walk- Poru w/ SS 300-330 John Ehrlichman Staff of Richard M. Nixon 450 Park Avenue New York, N.Y. 10022 (212) 661-6400 Tour Manager Begin 1145 Better start late than early - Ao Cap 1130 Procession Dep wh Hae - 15 (:10 drive time 1045 Ar WH for coffee HHH There Agnews there Sen Comm girls marks in 2 w, sep (in cars rm- recep) JE w/ our gives ? John Ehrlichman Staff of Richard M. Nixon 450 Park Avenue New York, N.Y. 10022 Z (212) 661-6400 Tour Manager Agnew scheduler Sheraton PK- To WH by. 1040 marks will meet when RN arrives all 90 up- 580 EHRLICHMAN JOHN D. 7/11 1 14.00 450 PARK AVE. 7/10 HC/HB Royal Coach Juns, Itd. N.Y.C. N.Y. TELEVISION TELEPHONES PICKWICK COFFEE SHOP BRIGHTON COACH ROOM COACH AND HORSES CLUB MEETING AND BANQUET ROOMS SWIMMING POOLS 357-9561 DATE REFERENCE PREVIOUS BALANCE CHARGES CREDITS BALANCE PICK-UP JUL 10% ROOM 580 C* 14.00 JUL 10% TAX 580 C* 42 * 14.42 * A* 14.42 580 A* 1.55 15.97 SUEST SIGNATURE CHARGE TO RC D STREET CITY STATE Royal Coach Juns, Itd. 3800 W. NORTHWEST HIGHWAY CREDIT CARD NO. APPROVED BY DALLAS, TEXAS 357-9561 70m L118 John A Decision Heedstr bemade O M John Reogach. John mitchell Never Did get Around to Seeling he turnedin yes terday And Ifimally I think you Heed Ringon confield Both 14 ny r wort Tell Rergon Something # Today. He Should " Paid for this neck. I'LL Take carry mixmi. will he nt Leesbung over neek EHd + Backin N.YC. morecto or Tuesdoy Rey ands Lon Nichols 8/17 John Isfok to the machen hut Peogle 114 2.4. Their Rate is 3.60 Perhour T Ex jeases. Itold him to CALL miami A 1+d teLL them to shove AS muchas they (QH Then BILL N... AS they Didin mismi CALL meil There is OHY questor L.B.N MEMORANDUM January 15, 1969 TO: DWIGHT CHAPIN FROM: BOB HALDEMAN It should be clearly understood that at affairs like the Gridiron dinner and Alfalfa Club, etc. the President will not attend any cocktail parties to be held after the formal affair ends. He will always leave at the end of the program. HRH cc: John Ehrlichman MEMORANDUM January 15, 1969 TO: JOHN EHRLICHMAN FROM: BOB HALDEMAN Bill Rogers informs me that it is customary that a reception be held by the new President in the first week or two of his term honoring the entire corps of ambassadors and their wives. Bill suggests that this reception for the Nixon administration be held either the week of the 27th or the week of the 3rd. He would prefer the latter. The customary hours are from 6:00 p.m. to 8:00 p.m. The receiving line includes the President and his wife, the Vice President and his wife, and the Secretary of State and his wife. All other Cabinet officers are invited to attend. The uniform is the same as that for the inaugural ceremonies. Rogers also points out that there will be some ambassadors who will have to present their credentials and suggests that this could be done the same day just prior to the reception in order to avoid doubling up on visits. Rogers urges that we schedule this date as soon as possible and get the invitations out. H HRH CC: Dwight Chapin To: John D. Ehrlichman Date: January 16, 1969 From: Charles E. Stuart Subject: Presidential Medal of Freedom The Medal of Freedom was established by Executive Order 9586 of July 6, 1945, as an award for meritorious war-connected acts or services. Executive Order 10336 of April 3, 1952, provided that it could be awarded also for meritorious acts for service in the interests of the security of the United States. Executive Order 11085 (February 21, 1963) re-named the award the Presidential Medal of Freedom. It broadens its scope to in- clude persons who had made especially meritorious contributions to "1) the security or national interests of the United States or 2) world peace or 3) cultural or other significant public or private endeavors". This Order further provided that the nominations to the President for this award be made by the Distinguished Civilians Ser- vice Awards Board. At that time, the Board was expanded to include five additional members appointed from other than the Executive branch. The Order also provided that announcements of the awards would be made annually, .normally on July 4. The actual presentations, of course, can take place at any time. The original Awards Board was composed of the following: Henry Cabot Lodge, Dr. Lee A. DuBridge, Samuel Newhouse, Mary Mcgrory, and Justice Arthur J. Goldberg from outside the Executive branch. The "internal" members of the board were: Robert F. Kennedy, W. Willard Wirtz, Anthony J. Celebrezze, George W. Ball, and Roswell L. Gilpatric. Mr. Ball served as chairman. Although President Johnson has never activated the Appointments Board to propose recipients for the medal, he did preside at the presen- tation ceremony on December 6, 1963. At that time thirty-one outstanding people, selected by Kennedy, were awarded the Presidential Medal of Honor by President Johnson. The recipients were: Miss Marion Anderson, Mr. Pablo Casals, Miss Genevieve Caufield, Dr. John F. Enders, Mr. Carl Holton, Mr. Robert J. Kiphuth, Mr. Edwin H. Land, Governor Herbert H. Lehman, Mr. J. Clifford Mac Donald, Mr. George Meany, Professor Alex- ander Meiklejohn, Mr. Ludwign Mies van der Rohe, Mr. Clarance B. Randall, Mr. Rudolph Serkin, Mr. Edward Steichen, Mr. George W. Taylor, Dr. A. T. Waterman, Mr. Mark S. Watson, Mrs. Annie D. Wauneka, Mr. E. Lee White, -2- Mr. Edmund Wilson, Mr. Norton Wilder, Mr. Andrew Wyeth, Mr. Ellsworth Bunker, Dr. Ralph J. Bunche, Dr. James B. Conant, Governor Luis Munoz Marin, Mr. Robert A. Lovett, Mr. Jean Monnet, Justice Felix Frankfurter, Mr. John J. McCloy, andHis Holiness, Pope John XXIII. I agree with John Lodge. Certainly the Presidential Medal of Honor will provide an opportunity to recognize, and be identified with, a great many very desirable people. To this end it should be utilized as fully as possible. Charles E. Stuart CES:sw NY Williamsburg Agric State Interior Defense HUD AG HEW DOT Treasury Commerce UN Labor P.G. 11AM] Thurs) Thurs Date Time 1142 A.M. P.M. WHILE YOU WERE OUT M Mildred Lane Williamsba Area of & Exchange Code (703) 229-1800 TELEPHONED PLEASE CALL CALLED TO SEE YOU WILL CALL AGAIN WANTS TO SEE YOU URGENT RETURNED YOUR CALL Message pell Operator Fuller Stationers, New York City, MU 8-2243 Ehicha December 4, 1968 MEMORANDUM: TO: BOB HALDEMAN FR: HERB KLEIN I am aware of the strong arguments for a dramatic presentation of all the Cabinet at one time on television and the meanings which would follow. I would like to suggest with RN that he consider these arguments which I believe in strongly and finally to consider my com- promise alternative. 1) Mass presentation will mean overlooking most of the lesser Cabinet offices, thus taking away from their strength. Inevitably, in later stories about their assistants they will get better play and undue attention say compared to Secretary of Agriculture. This point is particularly important in areas where agriculture and interior and others have importance nearly as great as Secretary of Defense or State. 2) The very element of surprise at late hours of the evening will mean less newspaper coverage because of the lack of time to produce adequate biographical material. 3) When the immediacy of this is past, there will be greater pressure on issues at a time when this will not be appropriate. 4) The sudden mass production of people will make it less likely that people will retain the names of secondary cabinet officials and therefore their balancing factor in the Cabinet will be lost. -2- ALTERNATIVES: Begin parceling out in small groups if desired, the names of lesser cabinet officers and then build up to the presentation of the final three or four, perhaps Secretary of Defense, State, HEW, HUD or Treasury, followed by major family information meeting you proposed with all officers. I believe this gives us the best of two worlds and my informal television checks indicate that we would get wide television coverage from all networks and you'd have the opportunity to present all the Cabinet to the American public in this way. # # # cc: John Ehrlichman Bob Finch Ron Ziegler Monday CABINET Tuesday 12/10 * * wednes day 12/11 PressCont arlie House- - So of Wash DC announce- Day of Conferences - - W/pbarg Tues The 10th Hammelsine A 229-1000 Miss Mildred Lane Exec, Dis, Cabiner announcements- - Blown Diversity- as a whole - Going to Re people - TV Sep Re climate in la home 1 Make comment secondary - $5 3 nets live - atter Live Prep conference - - ? 10pm EST, ideal Time 2 TUESDAY ? Dec, 10- Use 28" NOT 7 NYC Heavy planning 12 Secys Inaugural. - AL SCOTT- full Time TV Coordinasor NOT Morrison (Rep Nas Com) & his aide Ailes Too immature McCune Treleavan Know where he is - Scott is willing Manliatten book 12-17 CBS I Cur prime time Transition Texploited Key men interviews Filming 393 Fe RN film in mig No COMMITTENT Cabrier members Mike Wallace interviews Dont commist to These: Show #2- - Inaugeral time #3- 125 100 days - Deliver next to ABC around inaugural Time Xmas eve 10-11 pm "60 minutes" CBS RN live- A Xmas comment Don Gonzales V.P. Colonial Corpin- Williamsburg UP as White Hae new auditorium 9 pm -930 - Dinner 50 to 60 Rooms 285 Press adv Semmars: RN 0 Personnel Legislarive Conflict of Interest MEMORANDUM TO: John Ehrlichman FR: Bud Krogh RE: RN - Trust Arrangement November 30, 1968 A trust arrangement whereby increments of the $250,000 could be paid into the trust over a period of years with minimum tax disadvantages would probably be the best arrangement for RN. Certain events, such as retirement or death, would terminate the trust. This type of trust is used commonly to protect a woman who, upon divorce or death of her husband, would receive the principal of the trust. An arrangement like this is discussed in Scott on Trusts, section 334, P. 2640. He says: "Бу the terms of the trust it may be provided that the trust shall cotinue until the happening of various other events, in which case the trust will be terminated only upon the happening of the designated event. It may be provided that the trust shall continue as long as the beneficiary is in a certain employment. For example, the trust in Seamans V. Gibbs, 132 Mass. 239 (1882) was terminable after duties of management and sale had been performed. Also, in Matter of Fishberg, 158 Misc. 3, 285 N.Y. Supp. 303 (1936) the trust was terminable when beneficiary reaches the age of thirty or marries. What specific event will trigger the termination of the trust appears to be up to the settlor. The only restriction would be a general attitude of the courts to disapprove conditions of divorce before a person can enjoy a trust. Inducing divorce by a settlor is considered to be against public policy and is not acceptable as a valid event to terminate a trust. Thus, there appars to be no problem re: establishment of a trust which will terminate upon those events which may befall RN - retirement after 4 or 8 years; death; incapacity. The next question involves the degree of control which RN, as settlor and presumably as beneficary along with other members of his family, will retain over the trust. I have not had a chance to research this question in depth yet, but setting up a blind trust, or a trust with no control over the management of the trust funds, would appear to be the best device. Because of the close relation between FCC rate and licensing regulations, LBJ divroced himself completely from the operation of his TV holdings in Texas. As I'understand it, -2- the administrator who is operating the TV stations does not look at all to LBJ (either of them) for direction in the management of the stations. As noted in the first paragraph, a schedule of payments from the $250,000.00 should be set up so that RN will not suffer a tremendous income tax in 1969. The number of years over which the bonus would be spread should probably be 4. Annual payments of $60,000 + per year for four years would probably be better from a tax standpoint then setting up the trust for payments over 8 years with a possible termination after 4 years which might result in 1/2 of the $250,000 being taxed in one year. Of course, it would be feasible to set up a flexible schedule of payments so that there would be minimum tax disadgantage over 8 years. 18 U.S.C. Subsection 209(b) does not prevent a Government employee "from continuing to participate in a bona fide pension, retirement, group life, health, or accident insurance, profit sharing, stock bonus, or other employee welfare or benefit plan maintained by a former employer. 11 The bonus to be paid to RN does not, in my judgment, fall within this permissble category. It seems to me to be more in the nature of an ad hoc payment, not a regular plan maintained for numerous employees. Receipt of the entire $250,000.00 in early 1969 would be prohibitive from a tax standpoint. Deferring payment of the $250,000.00 by dividing it into increments over the next few years, would risk violation of 18 U.S.C. 209 (a) which states: "Whoever receives any salary, or any contribution to or supplementation of salary, as compensation for his services as an officer or employee of the executive branch of the United States Government, of any independent agency of the United States from any source other than the United States Shall be fined not more than $5,000.00 or imprisoned not more than one (1) year, or both. "While it could be clearly shown that the payments made from Nixon, Mudge over a period of years were for services rendered during the time RN was employed with the firm, the fact that the $250,000.00 was a special bonus to him would suggest that the payments were made because of his election to the Presidency. Some might claim that it was additional compen- sation for his upcoming employment as President of the United States. Recommendations: (1) That a trust specialist be retained to work out the details of establishing a trust for this bonus payment which would eliminate the greatest tax disadvantages, insulate the management of the trust from any control by RN, stipulate those events which would terminate the trust. If you feel I should work with Len Garment on this matter, I'll try to set it up with him this week. BK. MEMORANDUM December 3, 1968 TO: John Ehrlichman FROM: Bud Krogh RE: Mr. Nixon's termination compensation from Nixon, Mudge. Today I discussed the matter of Mr. Nixon's termination compensation from his law firm with Mr. Ritzel, the partner Mr. Nixon indicated has been working with this type of question. Mr. Ritzel does a substantial amount of estate and tax work, and he has handled several problems for Mr. Nixon in the past. The amount payable to Mr. Nixon upon his retirement from the firm has not, according to Mr. Ritzel, been calculated to the dollar. It may well be the $250,000 amount you told me about, but Mr. Ritzel did not verify that this was the exact amount. The amount payable is a combination of capital and income, the latter being money already earned. As of December 3, 1967, capital amounted to approximately $47,600.00. How much of a capital interest has accrued in 1968 was not determined. The firm agreement calls for payment of capital to a retiring member in two equal annual payments. Under this agreement, Mr. Nixon would receive about $23,800 per year in 1969 and 1970. There is no income tax exposure on these payments of capital. I informed Mr. Ritzel of Mr. Nixon's decision to receive his termination compensation in 20% annual payments. -2- Mr. Ritzel will go ahead with this and determine the best way for this 20% to be paid over, but, if agreeable to Mr. Nixon, he suggested that he investigate another payment program which may be able to save Mr. Nixon a substantial amount of money. In brief, this alternative program would involve an assignment of Mr. Nixon's termination payment into a trust for the benefit of his family. By using Mr. Nixon's gift deductions (which Mr. Ritzel stated had not been used), we may be able to substantially reduce the tax base and save tax dollars. This program would not provide for payments to Mr. Nixon during his term of office. Attached to this memo is a clipping from the New York Post, December 3, 1968, regarding a probable pay raise for Mr. Nixon from $100,000 to $150,000 per year. Mr. Nixon probably already has knowledge ot Mr. Johnson's intentions on this matter. QUAERE: Would it be possible for you to get a reading from Mr. Nixon on whether he would like Mr. Ritzel to explore this alternative proposal or to stick with the annual 20% payment? I told Mr. Ritzel I'd be in touch with him shortly. Also, Mr. Ritzel advises that, to his knowledge, Mr. Nixon has never executed his will prepared over a year and a half ago. Perhaps this should be taken care of, too? Interview with MR. Ritzel at Nixon, Mudge RN - Deferred Compensation - Trush arrangement. 20% / year . / Possible assignment of $ to into truse for the benefit of Pat Nixon. Pritting him in another tax category. Gift tax rather than income tax. Would not he payable until after the term has expired 2 The payment from the from is in fact money already earned. Except for capital. 3 Firm arrangement. - Expense on a yearly Unsis - as fees collected, upon receipt they are collected & then paid one to the attorney 4 Earnings & Capital - capital: payable in 2 equal 31, annual 1967. installments. End of 1967 - ($43,600 how how much after 1968?) approx.) -No tax problems on this Not income. 20. Note: my recommendation That RN request m. Ritzed to Set up the specific financial arrangement. cash 5 Get one reaction from RN. - Could we work onl something to avoid piling this on top - No use going in to this if he wants to draw it down himself 150 State Sab TNX Cesting 488-5930 Wast ordered by a gove agercy. - b/c Not Transition Committee. - State Sales Tax Law- Sals $ Use Tax As. Art 28 $ 29. - N.Y. State check the Transition Act. (Sessio Ar for transition 1964 to determine if the agency ww committee constitute on agency. Probably Not. & if Not, then it will have to pay N.Y. Pals Tax. MR. Ritzel (1) Need to know RN's base pay. $ 150,000 ( Get Harmon memo or check in the library )( Also, from Harmon, find out bost 450 Park or address to send forms to.) Nixon, mudge. - (2) what would be tax arrangment upon paying 20% of $250,000 per year. (3) 3) might check w/ Rital ve: moving expenses for RN. to Assume he must deduct (under $217) those expenses from his 1969 income of he moves in 1969. now IT 140 ARE a. 621 ozrz - 8841 wargo viaz 9 pu wreh, throw - muliant tota old - we AT also [++2 X is - 96 s 8.6 the 2A XST 300 $ slob noll in LA est bell national - progo w j envirsted of PUPI 20 $ tou felovary use stutional ord y.n 00 of ruan virus his net tou XOT lastir ,AM may and ing was of book (1) Nots "W - top) 000,021$ food to hit - most (021A)( foundit A in W Aver 070 - with (A mA - A ragu zet - Newsw totw (+) roay mg Fee net w X of privan 139 lotil the 100 begin (2) tiwn 24 MUSZA 4 not A manager month englishe walt (risz lebsu) trubab paps in - in r - POPI and use his sift deduction - /$15x Need to set a reading from RN. Mr. Ritzel says: We can set up the 20% per year defered compensation as he wish $ However, but we could explore a possible assignment into treat for the beaefit of his family. By using his cift deduction, we may be able to substantially rduce his vase & save considerelk tay dollar. also, RN has never executed his will-(to Ritzd's knowledge) of a year and a half ago, Rocommendation: : That if RN concure, we explore # a possible assignment into trush as further @ means to save considerable money. Or, if he wishes, we can 80 ahead w/ a straight 20 2 payment. Include in my memo the info about the / MEMRANDUM DECEMBER 3, 1968 To: John Ehrlichman FROM: BuD KROGH RE: RN termination compensation from Nixon, Mudge. Today I discussed the matter of mr. Nixons termination compensation from his law firm with mr. Ritzel, the partner mr. has been working Nivon indicated was involved with this type of question. Mr. Ritzel does a substanted amount of estate and tax work and has several handled problems for mr. Nikon in the post. m Ritzel The sum amt payable to mr. Nixon leaving the upon his termination for firm has not, according to mr. Ritzel, Geen calculated to the dollar. The and is a combination of mi, capital Nixo and 2 an amount already earned. amounted income,n as of Dec. 31, 1967, the and of capital who How a capital interest and decreed wind NOR determined capital to approx. $ 47,600.n The firm agreement calls for payment of capital to a reting A/D under this agreement. thx member in two aqual annual payments. mr. d Nixon would receive $23,800 per year in 1969 and 1970, not including the 1968 capital amount. I informed mr. Ritzel of mr. Nikons receive his carrination decision to take 20 of per of his you Caren compersation in 20 % per year increments mr. Ritzel will 80 ahead with this and determine the best way for the 20% to a paid over, and he suggested that he investigate another payment program which may Ce able to same m. mixon a substantial amount of money. 3. In Grief, this alternative program would call for an possible assignment of his termination compensation into a trust for the benefit of his family. By using mr. Nixois gift deductions (which mr. Ritzel stated had not been used), we able to may or substantial reduce the tax base and save provide tax dollar This program would not-Lequise for payments to me. Nicon during his term of office. attached 4 then memo is a clipping from the New you Post, Dec. 3,1968 regarding a probable pay rise for mr. Nixon from $100,000 to $150,000. m. Nixon probably 4. already has knowledge of the intentions of - President Johnson on this matter. for you Quarre: would it be possible to gel a reading from mr. Nixon as to bise whether Le would like mr. Ritzel to investigate this alteriative proposal or to stick with the 20% annual pay more. I told mr. Ritzel I'd be back in touch w/ him shortly. also, mr. Ritgl advise that, to his knowledge, Mr. Nixon we never executed his will prepared over a you and a half ago. LAW OFFICES POWELL, HORKAN & POWELL SUITE 1200 815 CONNECTICUT AVENUE, N.W P.O. BOX 800 WASHINGTON, D.C. 20006 GLOUCESTER,VIRGINIA 23061 TELEPHONE 693-3939 AREA CODE 202-298-6770 CABLE POCAHONTAS BOLLING R. POWELL, JR. UPPERVILLE,VIRGNIA 22176 GEORGE A. HORKAN, JR. TELEPHONE 592-3252 WILLIAM J. POWELL ARLINGTON, VIRGINIA 22200 TELEPHONE 525-3474 Upperville, Virginia March 9, 1970 Mr. Dwight David Eisenhower, II 36 Bedford Terrace Northampton, Massachusetts 01060 Dear David: Please sign and date the enclosed form W-4 Employee's Withholding Exemption Certificate and mail it directly to Anthony Productions, Inc. This certificate must be filed in order for you to receive payment for appearing on the Merv Griffin Show, taped on November 21, 1969. We had a grand time in Europe and spent a week with your mother and father. Looking forward to telling you and Julie all about it. With warmest regards. Sincerely yours, Bo G. A. Horkan, Jr. GAH:ld Enclosure Run 170 CC: John Ehrlichman, Esq. EOB FORM W-4 (Rov. July 1969) Department of the Treasury Employee's Withholding Exemption Certificate Internal Revenue Service Type or print full name Dwight David Eisenhower, II Social Security Number 111-36-5300 Home address 36 Bedford Terrace City Northampton State Mass, ZIP code 01060 EMPLOYEE: File this form HOW TO CLAIM YOUR WITHHOLDING EXEMPTIONS with your employ- 1. If SINGLE (or if married and wish withholding as single person), write "1." If you claim no exemptions, write "0" er. Otherwise, he 2. If MARRIED, one exemption each is allowable for husband and wife if not claimed on another certificate. must withhold U.S. (a) If you claim both of these exemptions, write "2"; (b) If you claim one of these exemptions, write "1"; (c) If you income tax from claim neither of these exemptions, write "0" your wages with- out exemption. 3. Exemptions for age and blindness (applicable only to you and your wife but not to dependents): (a) If you or your wife will be 65 years of age or older at the end of the year, and you claim this exemption, write "1" EMPLOYER: if both will be 65 or older, and you claim both of these exemptions, write "2" Keep this cer- (b) If you or your wife are blind, and you claim this exemption, write "1"; if both are blind, and you claim both of lificate with your these exemptions, write "2" records. If the employee is bo- 4. If you claim exemptions for one or more dependents, write the number of such exemptions. (Do not claim exemption lieved to have for a dependent unless you are qualified under Instruction 4 on other side.) claimed too many 5. If you claim additional withholding allowances for itemized deductions fill out and attach Schedule A (Form W-4), and enter exemptions, the the number of allowances claimed (if claimed file new Form W-4 each year) District Director 6. Add the exemptions and allowances (if any) which you have claimed above and enter total 2 should be so advised. 7. Additional withholding per pay period under agreement with employer. (See Instruction 1.) $ I CERTIFY that the number of withholding exemptions and allowances claimed on this certificate does not exceed the number to which I am entitled. 048-16--0515- (Date) March 11, 1970 1970 10 (Signed) Devight David II Sent: Anthony Production, Inc. 430 Park Avenue New York, New York 10022 Attention: Mrs. Bertha Sahy 1. Number of Exemptions.-Do not claim more than the correct The death of a spouse or a dependent, does not affect your withholding number of exemptions. However, if you expect to owe more income until the next year, but requires the filing of a new certificate. If pos. tax than will be withheld, a smaller number of exemptions may be sible, file a new certificate by December 1 of the year in which the claimed or you may enter into an agreement with your employer to death occurs. If you qualify as a surviving spouse with dependent child have additional amounts withheld. This is important if you have more (children), you may claim your personal exemption on line 2 as a than one employer. If both husband and wife are employed, each may married individual for the two years following the year of the death or ask to have taxes withheld as a "single" person to avoid owing large your spouse. additional amounts of taxes. 4. Dependents.-To qualify as your dependent (line 4 on other Only one personal exemption may be claimed by nonresident aliens side), a person (a) must receive more than one-half of his or her support other than residents of Canada, Mexico, or Puerto Rico. from you for the year, and (b) must have less than $600 gross income 2. Itemized Deductions.-See Schedule A (Form W-4) for instructions during the year (except your child who is a student or who is under 19 on claiming additional allowances based on large itemized deductions. years of age), and (c) must not be claimed as an exemption by such person's husband or wife, and (d) must be a citizen or resident of the 3. Changes in Exemptions.-You may file a new certificate at any time United States or a resident of Canada, Mexico, the Republic of Panama if the number of your exemptions INCREASES. or the Canal Zone (this does not apply to an alien child legally adopted You must file a new certificate within 10 days if the number of ex- by and living with a United Srates citizen abroad), and (e) must (1) emptions previously claimed by you DECREASES, for example, because: have your home as his principal residence and be a member of your (a) Your wife (or husband) for whom you have been claiming exemption household for the entire year, or (2) be related to you as follows: is divorced or legally separated, or claims her (or his) own exemption on a Your son or daughter (including legally adopted children), grandchild separate certificate. stepson, stepdaughter, son-in-law, or daughter-in-law, (b) The support of a dependent for whom you claimed exemption is taken over by someone else, so that you no longer expect to furnish more than Your father, mother, grandparent, stepfather, stepmother, father-in-law half the support for the year. or mother-in-law; (c) You find that a dependent for whom you claimed exemption will re- Your brother, sister, stepbrother, stepsister, half brother, half sister, ceive $600 or more of income of his own during the year (except your brother-in-law, or sister-in-law; child who is a student or who is under 19 years of age). Your uncle, aunt, nephew, or niece (but only if related by blood). U.S. GOVERNMENT PRINTING OFFICE 048-10-80518-1 December 14, 1968 MEMORANDUM file: CONTINUING TO: John Ehrlichman FROM: Harry Flemming RE: White House Personnel Office The function of this office should be to screen and recruit candidates for positions in the government which are exempt from Civil Service. In the past Administration this office was combined with and given to the Chairman of the Civil Service Commis- sion. During the Eisenhower and Kennedy Administra- tions the office was held by a Special Assistant to the President. Although there are benefits to be gained by combining the authority to hire all government per- sonnel in one office through the Civil Service re- cruitment process such a practice will not uncover men who are responsive to the President. It is much more likely to produce people responsive to the com- mission that appointed them, which commission is not equipped to recruit people with that "extra dimension" of excellence demanded by the President-Elect. The people who run and staff the Civil Service Commission have historically looked upon Presidential appoint- ments as a last vestige of the spoils system and are antagonistic to it. I do not think this can be over- come by the appointment of three Commissioners. If we are to provide personnel compatible with the heads of the individual departments but re- sponsive to the President, the White House should play a major role in the selection and appointment process. I therefore propose that the office be returned to the White House to function pursuant to the following guide- lines. RECRUITMENT We should continue the present transition program of actively soliciting people for Presidential appointments, which process should include private in- terviews and reference checks which are conducted under the direction of a White House staff member. SCHEDULE OF AVAILABLE POSITIONS The office should maintain a roster of avail- able political appointments, which roster should include positions available for the appointment in the reasonable future by reason of anticipated resignations, termination of tenure or lack of suitability of the incumbent appointee. CONGRESSIONAL AND PARTY LIAISON The office should collaborate with the Assistant to the President for Congressional Liaison as well as State Party Officials and Nixon State Chairmen in the various states in order to insure the most effective political use of appointments. CENTRAL DATA BANK The use of EDP should be upgraded on a con- tinuing basis in order to provide the best possible reservoir of information and should be used in con- junction with the data bank maintained by the Civil Service Commission in order to search and find com- petent career people in government whose talents have not adequately been used in the last two Administrations. It is my opinion that the very existence of a separate office responsible solely for political appointments will in and of itself be a big step for- ward in deterring the entrenchment process which in- evitably leads to a strong bureaucracy in which the employees become sensitive only to the needs of their own department instead of the overall needs of the Executive Branch of government. November 25, 1968 Ehrkihman Mr. Peter N. Chumbris Office of Senator Everett Dirksen United States Senate Washington, D. C. 20510 DearPPete: When you provide information, you really provide information. Yes, it will be helpful. My gosh, to understand what you are talking about requires a doctorate in the subject! You are a nice guy to think of me and I hope you'll continue your massively effective efforts. With warm regard, Sincerely, Bryce N. Harlow Assistant to the President-Elect BNH:ph MEMORANDUM TO: SENATORS EVERETT MCKINLEY DIRKSEN, ROMAN L. HRUSKA AND HIRAM L. FONG FROM: PETER N. CHUMBRIS WITH A REPUBLICAN ADMINISTRATION COMES THE USUAL CHANGE IN THE MEMBERSHIP OF THE VARIOUS COMMISSIONS, AGENCIES, AND DIVISIONS OF THE VARIOUS DEPARTMENTS. THOSE OF THE ABOVE THAT WILL DEAL WITH ANTITRUST LAWS AND REGULATIONS AND POLICES MAY NEED SOME GUIDANCE FROM CONGRESSIONAL LEADERS AS TO CHANGES, IF ANY. I AM ENCLOSING BRIEF EXCEPTS AND SUMMARIES FROM SOME LEARNED ANTITRUST EXPERTS ON SPECIFIC ISSUES THAT MAY NEED ATTENTION COME NEXT JANUARY: 1. Robinson-Patman Act--30 years thereafter by Fred Rowe--He discusses the pros and cons and concludes with a re-evaluation in a Congressional context. 2. Presumptions and percipience about Competitive Effect- by Tom Austern-- He notes 5 expertFTC COMMISSIONERS HAD INDIVIDUAL VIEWS ON GIVEN ISSUE. HE NOTES CRITICISM OR REPEAL OF ROBINSON-PATMAN ACT 3. Compulsory Universal Reciprocity by Ira M. Millstein--He discusses sec 2(d) and 2(e) of R-R Act showing no flexibility as in sec 2(a) with prima facia violation-- cost justification--and injury to competition 4. Recent Developements in the Antitrust Field--These 11 pages merely cite the leading cases in 1967 primarily on various aspects of NOT antitrust law. The memo is useful as an index to cases with some notes. INCLUDED The text of the above subject matter covers 205 pages. Note: all of the above 4 summaries of articles appeared in the American Bar Association's Antitrust Journal of recent issues. 5. POST ACQUISITION EVIDENCE AND CONGLOMERATE MERGERS--No. Caro. Law J. Feb 1968 The brief note indicates the fate of mergers and how the Courts reasoned its conclusions on predictive judgmant as to probability that a merger may substantially lessen competition. THESE ARE A FEW OF THE MEMORANDUMS THAT WILL BE PREPARED. THESE ARE SUBMITTED NOW so THAT YOU MAY TAKE THEM WITH YOU TO READ AT YOUR CONVENIENCE. Dear Bryce: Congratulations in your new Post. This memo may be helpful. onc ROBINSON-PATMAN ACT -- 30 YEARS THEREAFTER, by Frederick M. Rowe, 30 ABA, Antitrust Section The Robinson-Patman Act, the most controversial of our antitrust laws, emerged as an anti-chain store law in 1936 at the death of the NRA. The legislative annals reverberate with the colorful clashes between Congressman Wright Patman and Congressman Emanuel Celler, 80 Cong. Rec. 3447 (1936) H.R. Rep. 2287, 74th Congress, 2nd Sess. To some, the Robinson-Patman Act still remains the magna carta of small business, but to others it is a price fixing statute hiding in the clothes of anti-monopoly and pro-competition symbols. Today criticism of the Robinson-Patman Act enforcement is mounting. New Republic outrated at FTC's attack on small businessmen who form coops. On the positive side, Robinson-Patman enforcement has probably stimulated greater care by firms in their pricing decisions. The Act may have prevented some pre- datory pricing tactics and may have averted some coercive actions on the part of big buyers towards sellers. On the negative side, demerits are plain. Robinson-Patman Act's aim to protect small business has conspicuously victimized the smaller firm. The predominance of proceedings against smaller firms is striking. Rowe, "Price Discrimination under Robinson-Patman Act," p. 542, 75 L.J. 487 (1966) The courts and Department of Justice refute FTC interpretations. Prominent are recurrent collisions by the Robinson-Patman Act enforcement and antitrust policies. See: Quibbling, "FTC Interpretations. Cost justification has been a bonanza for accountants, but fools' gold for the affluent respondent. Rowe's book, p. 296. FTC majority interpretations still find injury to competition from vigorous price rivalry 1 stimulates competition in every meaningful sense. So-called industry-wide approaches in field of pricing is desirable. 30-year Robinson-Patman record devoid of rational policy. Today it appears FTC is quietly chloroforming Robinson-Patman Act. Is Robinson-Patman controversy liquidating itself or will statute just fade away? (a) Prosperity retards pressures for price concessions and affluent competitors are not griping to FTC. However, business turndown may make a difference. (b) Private plaintiffs have increased in tempo, however. -2- Now is the time for a profound re-evaluation of the Robinson-Patman Act, past, present and future, Because there is deep concern from broad spectrum of respon- sible and respectable opinion. Matters to be considered are: 1. Closer partnership between economics and the law. In the field of Transportation, the President's Council advocated comprehen- sive policy planning and coordination of Federal agencies with divergent aims. 2. Re-appraisal in area of marketing and distribution. What public policy is served by protecting wholesalers or brokers? 3. Rowe suggests re-evaluation in a Congressional context, at the highest level of competence in leadership. 2 PRESUMPTION AND PERCIPIENCE ABOUT COMPETITIVE EFFECT By H. Thomas Austern - Vol.37 Penetrating economic analysis that Commissioner Jones first suggested in Dean Milk, developed in National Dairy, and illuminated today in an amplified analogy to the merger suit. No price discrimination is unlawful unless the Commission or a jury can deter- mine a probable adverse effect upon competition. Key question--is how that determination will be made--naked presumption, by wide open guessing, or by some backhanded fashion by linguistic mumbo-jumbo oriented to a result viscerally first reached. Fred Rowe stated, in measuring probable competitive effects among consumers-- in secondary line competition--it was and still is enough to show merely a substantial price difference. One can presume competitive injury and find a prima facie violation. That is what Mr. Justice Black approved in Morton Salt. We shall have to await Supreme Court enlightenment as to whether that presump- tion short-cut in those so-called secondary level cases can be mechanically applied in measuring competitive effect in the giving of functional discounts or in the application of this act to cooperative buying agencies. See: Anti- trust Division, amicus brief in Puralator case. See: Memorandum on functional discounts with Commission's theory of direct purchaser or imputed buyer. Illegality turns on percipience in measuring or guessing what may happen to the seller's competitors. Distinction between primary and secondary levels for the competitive effect is enforceable in the statute, but analytical distinction is of key importance in territorial price discriminations. Different price in each local market is not prima facie illegal; however, FTC harbors suspicion when seller cuts price in a single market. Note: Commissioner Jones' dissent in Dean Milk case with complete study of previous price history. Easiest approach for Commission was to find a predatory purpose. See: Basic problem posed in Utah Pie Case--also Pet Milk. See: Economic guessing game in National Dairy, and its full set of Commission opinions. THE FTC IS ENDOWED WITH EXPERTISE BY STATUTE, YET THE 5 EXPERT COMMISSIONERS COULD NOT AGREE ON WHEN A TERRITORIAL PROMOTION OR A LOCAL PRICE CUT MIGHT INJURE COMPETITION AND DIVIDED 4 WAYS ON THAT QUESTION. 2 page discussion that follows should be noted, since it analizes the varying opinions of the Commissioners. Austern concludes, "On both promotions and price cutting, whatever their form, restrictive action is usually given exponential meaning by the Commission and by the Court." Inevitably, the key fulcrum for challenging legality is selling in the local market at below-cost prices. There are vagaries about cost accounting, but selling Austen-Vol. 37 Page 2 below cost will lead to charges of subsidization, usually equated with predatory intent. Predatory intent, as Mr. Rowe SO dramatically suggested, will always be found in unrelated, usually unauthorized, and colored characterizations of purpose. Most difficult to cope with is the bearing of the actual rather than the intended consequences of a price cut or of a promotion in the local market. Noting the Utah Pie case and the National Dairy case. It should be noted that in the Utah Pie case, the Court was dealing with a prima facie case; and it returned for further consideration all other elements of violation, defense, justification, and damage to the treble damage plaintiff. With reluctance most lawyers accept the Robinson-Patman Act as politically unrealistic the reading of successive Supreme Court decisions renders for long any hope of integrated classification or meaningful accommodation between this bastard grandchild of the NRA Blue Eagle and the basic predicates of the Sherman Act. The Commission finding and opinions lead lawyers to believe that theFTC performs in Patman cases somewhat like a jury. However, the client wants to do business without having counsel always at his elbow, and in wonder- ing if his pricing conduct remains a lottery in which a big company has a much better chance of winning a complaint. Mr. Austern states that FTC develops very few complaints out of many investigations, noting that administrative hearings remain complicated, prolonged, costly, cease and desist orders operate only prospectively even though in perpetuity, and for those who can afford them, petitions for court review seldom, and in the Supreme Court never, conclude the litigation inthe first round. Treble damage actions are a different kettle of fish, with jury resolution of the issues. Hard core critics and many of the law professors often end by joining those who would prefer outright repeal. They would leave predatory pricing to Section 2 of the Sherman Act, and execution to Section 5 of the FTC act. That provision would also effectively embrace all instances of buyer coercion or over-reaching. 3 IRA M. MILLSTEIN -- COMPULSORY UNIVERSAL RECIPROCITY? Sec. 2d-e R-P-Act Professor Corwin Edwards likened what has occurred under Sec. 2(d) and (e) to requiring "a steel manufacturer to buy railway transportation service from every railroad in proportion, not to his needs for service from each, but to the amount of his steel products purchased by each." 1. Services are related to customer's efforts to resell goods-benefitting customer and supplier. 2. Manufacturing offers contributions to mass media advertising run by customer, --catalogues and handbills, window and floor displays, etc. 3. If manufacturer pays for services provided--it is Sec. 2(e) case--such as mentioning customer's store in manufacturer's advertising. Accepting return of unsold merchandise - must be connected with resale of item and not original sale such as credit terms, freight allowance etc. which is 2(a) case. 4. Case may be 2(a) as well as 2(a)-(e) such as Fred Meyer case, 359 Fed. 2nd. 351-- Coupon book of $350 donation by Manufacturer is 2(d) promotional while cash for redeeming coupon is price discrimination 2(a). 5. Payments grossly above services probably is a 2(a) case. 6. Macy case, 326 F. 2d. 445 - No products mention in promotional payments but 2(d) case as institutional promotion for all goods of vendors. 7. Corn Products case, 324 U.S. 726 (45) Curtis Candy got promotion money from Corn Products to advertise Dextrose used by Curtis in their candy-- held 2(d) case. Same with Clairol (1966) when promotional money to salons was to resell Clairol products. 8. Lorillard Co. V. FTC, 267 F. 2d. 435, and State Wholesale VS. A. P. Stores, 258 F. 2d 831, payment thru a 3rd party to resell products--see also FTC advertising opinions in store music with advertising messages etc. displays, etc. individualized catalogues - 2(d) case - Control of publication also. 9. Congressional History (p. 84) - Congress inteded to stop favoritism coercively obtained by large buyers (chain stores) This evolved into Sec. 2(a) - pricing provision - to supplement the effort, Congress was convinced it had to cover potential evasions thru organized price favoritism -- brokerage rebates, etc. 2 (d)(e) secret discriminations. Why should manufacturer assist 1 customer without helping his competitors-- concept in the law. However, protections not c, a, e. Thus no flexibility as in Sec. 2(a) -- with prima facie violation -- cost justification -- injury to competition -- etc. not in (a) (e). FTC VS. Simplicity Co., 360 U.S. 55 (59) -- 80 Cong. Rec. 8126 -- FTC views rigid compliance in 2(a)(e), thus compulsory universal reciprocity as almost inevitable -- as follows: IRA M. MILLSTEIN -- COMPULSORY UNIVERSAL RECIPROCITY? Sec. 2d-e R-P Act P.2 a. Interstate Commerce rule on 2a differs with 2d - Commerce is tied to adver- tising not sale. b. Like grade & quality -- Earlier cases in 2d - not even item sold is covered. But problem becomes fuzzy when manufacturer sells a trademark, known line of items such as small and medium size promotion but not giant size, 258 F(2)365. FTC may claim all 3 are a line of products and discriminatory to some. In Tri-Valley, 329 F(2) 694, FTC held it could prove violation without showing same item in line had been purchased by both favored and unfavored customers. For example: No. 1 got item A with promotion--Nos. 2 got item C had to get promotion also. C. Contemporaneous sales--line of items can compel offers of longer periods rather than temporal for promotion - hence greater manufacturing expense. d. Competing customers--Promotions to limited area okey, but what of promotions to national chain, or expanding territories, fringe areas, rack jobbers within territories of many traditional warehouse wholesalers, etc. May have to give promotions to all rack jobbers - also duty of manufacturers if customers compete. e. Functional competition is another concept as to which recent decisions have increased the burden of compliance--drug stores VS. grocery stores and wholesalers VS. retailers Frey Meyer case now before Supreme Court. 4 Commissioners say allowance must be given to wholesaler but fail to indicate how manufacturer can make certain allowance goes to retailer. 1 Commissioner says manufacturer should give directly to retailer buying from wholesaler. 9th Circuit says all Commissioners are wrong - that wholesalers are not in functional competition with retailers, and retailers thru wholesalers are not customers of manufacturer. f. Indirect customers-If manufacturer controls price or terms, retailer may be indirectly his. See FTC advisory opinion on this -- 143 -- However - Fabric Manufacturer advertising cooperatively with 1 or 2 retailers in an area was an economic & useful promotion tool - may find it economically impossible to advertise with all of retailers in this area. g. Availability -- 1. Notice 2. Suitability for use 1. Notice - Manufacturer has that responsibility to let his customers know of promotions . Written plan to communicate is preferrable Suprise Brassiere Co. Also in Rabiner- FTC formal plan needed for use of meeting competitive defense. 2. Suitability - promotion must be suitable to customer - for example: bad if only to new store openings - small stores who can't advertise or in catalogue stores only or display racks - since all customers can't qualify. IRA M. MILLSTEIN -- COMPULSORY UNIVERSAL RECIPROCITY Sec. 2d-e R-P Act P.3 h. Proportionality -- promotion by law - must be offered to competitors pro- portionally equal amounts. (1) The more you buy the more you get . (2) Proportional to value to seller - legislative history not clear - FTC guides - no single way to proportionalize - prescribed by law -- See: Lever Bros. - Proctor & Gamble - Colgate-Palmolive Peet Millstein, Cooperative Advertising - 7 Antitrust Bulletin (1962) 1966-Advertising Opinion 88 - FTC Plan noted exposure (value received) though noting it would correspond to amount of purchases. 1967 Advertising Opinion 106 - disapproved plan of floor space - because no relation to volume. Noting that proportionalization can best be done by basing payments on volume it may have meant that otherwise payments would be unlawful. Buyer may be culpable under Sec. 5 of FTC Act for knowingly inducing and receiving unlawful promotional allowance. 5 NORTH CAROLINA LAW REVIEW Feb. 1968 - Vol. 46-P.366 POST ACQUISITION EVIDENCE AND CONGLOMERATE MERGERS In merger cases under Section 7, Clayton Act, trial does not often take place until several years after the merger. Since Section 7 requires a predictive judgment as to the probability that a merger may substantially lessen compe- tition, there is a temptation to test probabilities against the particular post-merger history. A recent decision of the Supreme Court may be interpreted as indicating that the post-merger evidence is not admissible. In FTC VS. Proctor and Gamble Company, 58 FTC 1203 (1961); 358 F.2nd 74 (1966); and 386 U.S. 568 (1967) the court held that Proctor and Gamble's 1957 acquisi- tion of the Chlorox Company violated Section 7. P&G was the leading firm in the detergent field. Chlorox, with 49% of total liquid bleach sales, was the dominant firm in that industry, and together with its principal rival, Purex, accounted for almost 65% of the national sales. Six firms sold over 80% of the nation's liquid bleach. The Court found that all liquid bleach is chemically identical and attributed Chlorox dominance to heavy advertising and promotional expenditures. P&G's acquisition of Chlorox would probably injure competition because it eliminated P&G as a potential entrant and "the substitution of the powerful acquiring firm for the smaller, but already dominant firm, may sub- stantially reduce the competitive structure of the industry by raising entry barriers and by dissuading smaller firms from aggressively competing Three probable anti-competitive effects of the merger: 1. Merger increased opportunities for anti-competitive behavior such as predatory pricing. 2. Merger produced certain undesirable economies, chiefly advertising 3. Merger caused structural alterations by elimination of potential entrant into the concentrated industry. Main source of difference between FTC and the 6th Circuit was the question of the proper weight to accord post-acquisition evidence. See: Discussion on considering post-acquis ition developments by hearing examiner, by the Commission, and by the 6th Circuit. P&G argued that post-acquisition developments should be considered to test the probabilities of anti-competitive effects (386 U.S. 591). Since the merger was conglomerate, it did not have the effect of automatically fore- closing to competitors any market outlet or source of supply as in a vertical merger. Nor would it have the effect of automatically eliminating a competi- tor as in a horizontal merger. Commission argued that Section 7 clearly does not require the existence of actual anti-competitive effects, but Post Acquisition Evidence and Conglomerate Mergers Page 2 rather a conclusion as to the probability of various possible economic consequences of the merger; also post-acquisition evidence would serve no useful purpose and it was difficult to know the extent post-merger develop- ments were caused by the merger and not by other factors. Commissioner Elman noted 5 factors present in Proctor case: NOTE: 1. Increased opportunity for anti-competitive behavior 2. Undesirable potential economies 3. Structural alterations--See: FTC VS. Consolidated Food, 380 U.S. 592 (1965) U.S. VS. Penn-Olin, 378 U.S. 158 (1964) U. S. VS. ElPaso Natural Gas, 376 U.S. 651 (1964) U.S. VS. Vons, 384 U.S. 270 (1966) NOTE: Commission considered it likely that Proctor's merger into the market might trigger defensive mergers among smaller firms in the liquid bleach market. Concluded that second ranked Purex with 4th ranked Fleecy White was such a triggered merger. Commissioner Elman stated that certain post-acquisition developments may require the consideration of their effects upon potential competition within a given product market. This situation was presented in Commission's later decision against the acquisition of S.O.S. by General Foods. Attitudes of FTC are shared by antitrust division. See: Discussion on the reasoning of the Supreme Court in the DuPont case, 353 U.S. 586 (1957). Also post-acquisition will be decisive in the treble damage action filed by Purex against P&G.